Banking and project finance
Capital markets
Mergers and acquisitions
When Dubai World's $25 billion collapse was averted courtesy of some substantial restructuring, the emirates most cumbersome issue in its debt mound was resolved and the hope is it can stave off another year of negative growth.
Prior to any resolution, the Gulf state was stuttering. Going back to early 2010, with the possibility of huge potential defaults looming, issuers and banks underwent a substantial period of consolidation and review, looking at their commercial paper and debt instruments and calculating to what extent they were exposed. This cautiousness correlated in the types of mandates capital market practices received. One lawyer explains: "There were consent solicitations, restructurings that were consistent with the overall view of the market that was; let's have a look at what we've got. Is it credit worthy? Can we get rid of it? Does the issuer need more time? Does the borrower need more time?"
Yet, even prior to Dubai World's final sign-off with its creditors in March 2011, things had begun to stabilise and with issuers less hesitant the debt markets were the chief beneficiary. "We've witnessed a pick-up in new issuances and extension to new issuances that are about to mature," says one lawyer. One issue, which lawyers felt bodes well for the future of the regional markets, was property giant Emaar's successful placing of a $500 million convertible bond. "I'm actually quite excited about convertibles, its quite an attractive tool to raise money for companies when they perhaps otherwise wouldn't," explains one capital markets lawyer.
Regional unrest has, however, stunted the debt markets resurgence by deterring issuers and investors. "It had started thawing out probably in the last half of 2010," says one lawyer. "It's gone in to shock again now because they're still waiting. A lot of the deals that people did in 2010 were in markets like Egypt, which is now looking in-flux, and that spilled over in to a lack of confidence in the regional market, which we're still experiencing. We're not expecting 2011 to be a particularly busy year for transactions generally in the market." Ironically the UAE will almost certainly indirectly prosper from the unrest in the region in the long-term as direct investment from Egypt, Bahrain, Libya and Syria will be diverted in to what is widely regarded as the region's most developed and politically stable country.
Activity on the equity side is yet to resurface with investor appetite in the region at a low ebb. "The equity market has been very quiet there have been some transactions but unfortunately very few have come to market. We've acted on several deals that have been pulled just before pricing," says one partner. The notable exception was Dubai Telecom's $272 million rights issue in June 2010, which was the first in the country for five years. But any expectations for the equity market engendered by the deals success were deflated when Axiom Telecom pulled its IPO in the same period after tepid interest from Middle Eastern institutions.
One area that has continued unabated is restructuring and refinancing. Now a prominent fixture in Dubai, post crisis, all banking and financing lawyers have found themselves overwhelmed with work. "We would have to say that restructuring is the area that has kept us busiest over the last 12 month," says one lawyer.
"If you look back a year there was just restructuring beginning to take off. We had the Dubai World deal, this time last year, since then we've picked up Dubai Group, Dubai International Capital, Limitless, Global has closed in Kuwait, Nakheel and Dry Docks, which is part of Dubai World, Dubai Aerospace and Enterprise, Amlac, a mortgage provider. So there's just lot that just keeps coming in and we've got real momentum on that side of it," says another partner, who said the firm experienced a 15% increase in profits on the previous year on the back of these transactions.
At the peak of the crisis, when Dubai's fate seemed sealed, the issue of insolvency was raised. Now the market has progressed, contingency plans in the form of legislation are being considered should the economy decline again. When it would be implemented, in a country that moves notoriously slowly on new legislation, was not even speculated on. "It's hugely complex, if you think an insolvency law touches on so many other laws and a judicial system; you need buy-in from an awful lot of people before you can actually get an agreed document," says one partner.
New lending is still down with very few banks having the requisite liquidity. "Relatively few banks are actually lending because very few have got any money. It's the like of Standard Chartered and HSBC the banks that have had a long term presence here but the new guys are struggling." Credit is still available to those with well-established relationships and a strong credit history, but even then the banks remain cautious. "There's a certain amount of new money but it's heavily structured. In the old days they would have handed out $100 million without any questions. Now it's pawed over, covenants asked for, lot's of security. Even for smaller deals everything is being thrown into the kitchen sink." Another agrees: "In terms of borrowers it tends to be those that have good relationships with the banks. The banks are doing their due diligence a lot more and not just throwing money at name lending institutions," says another lawyer. Lawyers do note that the syndicated market and trade financing is becoming more common but again restricted to particular banks.
Deals with conventional and Islamic tranches, which tap liquidity of all funding sources, have become commonplace. "Multi-currency, Islamic/conventional, a bit more structured so as law firm you have to be able to do the Islamic bit, you have to be able to do the conventional, so they are becoming, particularly large orders, more structured," remarks one Islamic finance partner.
At its most active since the crisis, project finance has been filling the void left by the absence in lending. Multibillion deals are also resurfacing in the region, with the $14 billion Jubail Oil Refinery in Saudi the most substantial. "We've seen the jumbo projects coming back to the market and by virtue of those jumbo projects the sponsors need to tap in to as many different funding sources as possible," says one lawyer. Another agrees and elucidates further: "It's taking much longer now because you've got an Islamic tranche, we'll have PCAs, people are scratching around for liquidity. You tend to get a large number of finance providers as well. People are generally, having to get a combination of different loans rather than just one."
In 2010 the mid market M&A was hit hardest by the ramifications of the crisis with acquisition finance having dried up and banks preoccupied with more pressing matters. "I think Abu Dhabi was distracted with how much it would cost them to bail out Dubai and also I think there were a lot of infrastructure projects that have taken up resources," explains one M&A practice head. The big ticket outbound M&A deals, where the parties had no need for leverage, were less affected but similarly this market was subdued.
There is a consensus that private equity work is more prevalent: "We think it's coming back again with a vengeance," says one partner. In the corporate arena, firms envisage this will provide a reliable deal-flow in the coming 12 months. Another agrees: "We are on what we think are the first two leveraged private equity deals in the Dubai market at the moment."
Commentators forecast a good year in Dubai for 2011, with many noticing an uptick on a meagre 2010 with more surety about the health of the economy. "It's been surprisingly busy. I think most external commentators expected things to be quiet, particularly since the political unrest came about. But whilst we've seen deals put on hold, certain deals being in effect cancelled, others continue to see the region as being ripe for investment," says one partner.
Afridi & Angell
Ranked among the top four local firms in UAE by competitors, Afridi & Angell is led by managing partner Amjad Ali Khan.In finance work Khan advised the United Bank on a $25 million syndicated quasi-project finance ijarah (credit leasing) which was used to fund the expansion of a power plant at Hadramount in Yemen....
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Ranked among the top four local firms in UAE by competitors, Afridi & Angell is led by managing partner Amjad Ali Khan.
In finance work Khan advised the United Bank on a $25 million syndicated quasi-project finance ijarah (credit leasing) which was used to fund the expansion of a power plant at Hadramount in Yemen.
On the banking side the firm acted for BNP Paribas, advising on structuring loans products to UAE banks to enhance liquidity and capital adequacy while ensuring full compliance with the UAE Central Bank requirements.
An ongoing $800 million project finance deal sees the firm acting as UAE counsel to the lenders on the Salik Toll Collection System road deal.
Restructuring has become common practice in the UAE and the firm acted as local counsel to a syndicate of lenders in respect of the $1.1 billion refinancing of the Taweelah A 10 Independent Water and Power Project (IWPP).
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Al Tamimi & Company
Reffered to as the "best local firm" in the UAE by several competitors, Al Tamimi & Company is led by the market recommended Husam Hourani, who one peer calls an "excellent lawyer with plenty of experience".The firm has a significant regional presence with practices across the Middle East and although it regularly collaborates with international firms it is also has extensive experince in leading on deals....
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Reffered to as the "best local firm" in the UAE by several competitors, Al Tamimi & Company is led by the market recommended Husam Hourani, who one peer calls an "excellent lawyer with plenty of experience".
The firm has a significant regional presence with practices across the Middle East and although it regularly collaborates with international firms it is also has extensive experince in leading on deals.
In the finance sector, the firm worked with White & Case, acting as local counsel to a syndicate of lenders in relation to the restructuring of National Central Cooling Company (Tabreed) and some of its subsidiaries, which necessitated a Dh2.78 billion ($756 million) senior conventional and Islamic syndicated facility.
In the corporate arena the firm acted for the Landmark group on its $125 million acquisition of Fitness First Middle Eastern's operations in 2010. The cross-border transaction involved collaboration between the firm's offices in the UAE, Jordan, Qatar, Bahrain and Saudi Arabia.
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Allen & Overy
Established in the region for more than 30 years, Allen & Overy surpasses most of its competitors in terms of longevity and experience. Peers view it as one of the firms to beat, with one lawyer remarking: "We view them as our principal competition across all the areas....
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Established in the region for more than 30 years, Allen & Overy surpasses most of its competitors in terms of longevity and experience. Peers view it as one of the firms to beat, with one lawyer remarking: "We view them as our principal competition across all the areas." Locally, the firm remains one of the most active but it has a significant presence throughout the Gulf and uses its Dubai practice as a hub to reach countries where it is yet to establish offices and clients and lawyers have confidence in the firm's ability throughout the Middle East. "They are viewed as one of the firms by clients that you could use on any banking or capital markets deals across the region," explains one lawyer.
Finance specialist Peter Timchur's relocation from the London office expanded the firm's practice but it has also had to accept the resignation of leading lawyer Pervez Akthar, who left to head up the M&A team at Freshfields Dubai in February 2011. While former colleagues said he wanted a change of scenery, rivals were bemused given A&O's stature in the region. Peers feel Akthar's new firm will certainly notice the gain, but Allen & Overy will manage the loss given the depth of quality within the firm's corporate practice. A perfect example is Abu Dhabi partner Khalid Garousha who is deemed the ideal exponent of everything required of a lawyer in the Middle East: "I have a lot of respect for him, he is culturally attuned and very easy to deal with," remarks a practice head at a rival firm. Clients also appreciate the partner, one says: "Very, very good we've used him for about 10 years. Very commercial advice,very effective in having a good understanding of English law and laws in other jurisdictions."
The big question concerns whether Akthar's client Abraj Capital, who he previously worked for, would cease to use A&O. Lawyers were divided, but realistically, although A&O may lose out on the corporate side, one of the largest private equity groups in the region will invariably continue to employ one of the best financial firms in the country. "A&O have a very close and ostensibly good relationship with Abraj. Abraj do spread their work around but that institutional relationship was very much assisted by Pervez. But what I don't think he will be able to take from A&O, because Freshfields simply don't have it, is the finance work," says one finance partner. During the last 12 months the corporate group has advised Abraj on various mandates, including the acquisition of a 49% stake in Network International.
Despite diminishing in numbers after Akthar's defection, the corporate partnership has grown with the promotions of Nicholas Stuart and Seth Jones in May 2011. Jones assisted Andrew Schoorlemmer and Ibrahim Mubaydeen in advising investment house Waha Capital on its acquisition of a 20% stake in Dutch aircraft leasing company, AerCap Holdings, for $380 million in assets and cash. In other private equity work Mubaydeen advised Aabar Investments on the acquisition of shares in Mercedes Grand Prix. Lawyers say Schoorlemmer is technically astute and one client expands, saying: "He's extremely commercial so excellent to have in a negotiation."
Equity capital markets work as been virtually nonexistent but the firm's debt practice head and Islamic finance expert Anzal Mohamed, who has an exemplary reputation within the market, has finalised some substantial mandates. In one he advised Etisalat the UAE telecommunications provider, on much of its capital needs, assisting in the establishment of its $7 billion global conventional and $1 billion global sukuk (Islamic bond) programmes which utilise an innovative structure that allows Etisalat to use minutes of airtime on its mobile network as the asset base for sukuk issues.
In other notable bond issues Mohamed advised the joint lead managers of Bahrain Mumtalakat Holding Company's $750 million offerings, which was the first quasi-sovereign and corporate US dollar denominated bond and largest non-sovereign issue from the country. Another deal saw the practice head advise Waha Aerospace and the Emirate of Abu Dhabi as guarantor in relation to this issuance of $1.5 billion 3.925% bonds due in 2020.
Allen & Overy is recognised globally for its banking and finance expertise and its UAE office is no different. Dividing his time between banking and project finance work, Bimal Desai is consistently singled out by peers as the firm's preeminent figure in this area, with one describing him as "a very good, experienced lawyer". Clients equally value Desai and say his opinion is invaluable: "Second to none in terms of depth of market knowledge, Bimal Desai has effectively designed the UAE legal practice on a huge range of points and is extremely well respected in this market," says one.
On the finance side he advised on the $300 million Islamic structured retail and real estate financing of Emaar Malls for Standard Chartered and acted for the arranging banks on a $430 million financing for Borse Dubai. In notable project work he advised National Bank of Abu Dhabi and Abu Dhabi Islamic Bank on the $1.1billion financing of Emirates Steel Industries UAE expansion plans.
In the firm's largest deal in the last 12 months, Desai advised Saudi Aramco and Total on financing the $14.2 billion Jubail Refinery and Petrochemical project. The financing for development of this greenfield refining and petrochemical plant in Saudi Arabia involved 19 different facilities with seven export credit agencies and two different Islamic facilities and the total debt raised was approximately $8.5 billion.
A multijurisdictional financing that exemplifies the firm's regional reach, saw Ian Ingram-Johnson advise telecom company, Zain, in Kuwait, Saudi Arabia and Iraq on five different facilities, which in total exceeded $3 billion, in the last 12 months.
Post crisis, restructuring has become an important tool in the UAE and the firm had roles in the three headline cases of government related entities, advising the creditors committee on the $14.4 billion Dubai World, $10.4 billion Nakheel and $3 billion Dry Docks World, restructurings. Christian Saunders, who was active for the firm across these deals, receives client's approval and is described as "technically excellent."
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Leading lawyers
Bimal Desai
Khalid Garousha
Duncan Macnab
Anzal Mohammed
Simon Roderick
Other notable - Baker & McKenzie
Baker & McKenzie's UAE offering has been active on corporate matters in the last 12 months.
Partner Tom Thraya has taken the lead on a number of the firm's mandates....
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Baker & McKenzie's UAE offering has been active on corporate matters in the last 12 months.
Partner Tom Thraya has taken the lead on a number of the firm's mandates. Thraya advised Abu Dhabi-based Al Wasita Emirates Catering on its sale to Renaissance Services, an Omani oil and gas services company.
In a further matter Thraya was lead counsel to the John Buck Company on the sale of its 49% interest in the real estate joint venture, John Buck International Properties, held with Mubadala Development Company.
Elsewhere, James Reed acted for the National Metal Manufacturing and Casting Co (Maadaniyah), a Saudi-listed firm, on its $53 million acquisition of a UAE wire manufacturer.
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Clifford Chance
Ranked in the top tier in all categories, Clifford Chance has deep roots and excellent links across the Gulf, with an abundance of market recommended lawyers to compliment its standing.
On the corporate side Mike Taylor is considered a valuable asset: "He is very capable and technically a very good lawyer," observes one rival....
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Ranked in the top tier in all categories, Clifford Chance has deep roots and excellent links across the Gulf, with an abundance of market recommended lawyers to compliment its standing.
On the corporate side Mike Taylor is considered a valuable asset: "He is very capable and technically a very good lawyer," observes one rival. Peter Avery receives several honourable mentions for banking and finance but Robin Abraham is considered by clients and peers alike as the outstanding figure within the firm's UAE banking practise: "In my book I think Robin would be one of the leading pure banking finance lawyers in UAE," says one competitor. The firm's Islamic finance head, Qudeer Latiff, is also well renowned in the region: "He has an excellent reputation and he is a good lawyer," says one partner. Lawyers respect the firm and consider that it has a very successful approach to the market: "CC only tend to target the stratospheric work areas and the areas they target they do very well and they've got some very good people on the ground here," says one peer.
In the banking and finance sector the firm have been engaged in a number of cross border deals. Richard Ernest led a team acting for Deutsche Bank and Bank Audi on a $400 million leveraged financing for the buy-out of major regional insurance company, Medgulf from Saudi Ogerm, in March 2011. In the first hotel financing to close in UAE since the crisis, Avery advised Standard Chartered on the financing of the Fairmont Palm Jumeirah hotel project which closed in January 2011.
The firm's most substantial recent project finance mandates have been in Saudi Arabia. Working in conjunction with the firm's partners in Riyadh, Latiff advised a group of conventional and Islamic banks on the $7.5 billion financing to construct the first aluminium smelter and rolling mill in Saudi Arabia, which reached financial close in November 2010. Part funded through the Public Investment Fund in Saudi Arabia and the Saudi Industrial Development Fund, the Islamic financing will comprise two different kinds of ijara (Islamic lease) facilities.
Refinancing and restructuring has also occupied the firm recently. Avery advised Global Investment House on a $1.7 billion multi-currency Islamic and conventional restructuring, involving 52 creditors, local and international lenders. Much of 2010 was also taken up with providing continuing advice to the Dubai World Group and several of its subsidiaries in relation to its ongoing $26 billion restructuring.
A clear highlight for the capital markets team was du's $272 million rights issue in June 2010. Mike Taylor led the team on the deal, which was the first issue of this kind in five years and the only one to be underwritten by the controlling shareholders. Another issue that has been rare is convertibles and the firm advised on the first the country has seen since 2008. Debashis Dey acted for the managers of property giant Emar's $500 million issue.
Working alongside the London office, Dey and Latiff were also involved in establishing two UAE government entities MTN programmes. Firstly, Dubai Electricity and Water Authority (DEWA) mandated the firm to assist with its $3 billion global programme and inaugural issuance of $1 billion 8.5% fixed rate notes. Secondly, the team advised the syndicate of investment banks underwriting the state's investment arm Mubadala's dual-tranche bond consisting of $750 million 3.75 % notes due in 2016 and $750 million 5.50 % notes due in 2021.
In the sukuk (Islamic bond) market the firm has been active in several cross border offerings. The firm advised the joint lead managers of the Malaysian governments $1.25 billion five year sukuk-al-ijara certificates issued on June 2010 and also acted for Kuwait Finance House as lead manager of Japanese company, Nomura Holdings, $100 million sukuk-al-ijara certificates issued the following month.
With the local M&A market quiet, the firm have been active abroad. Taylor advised American Tower Corporation, a global wireless and broadcast operator in America and India, in establishing a joint venture with MTN Group (MTN), Africa's largest mobile-phone company to own, operate and manage communications infrastructure in Ghana. The joint venture company will acquire MTN's communications towers in Ghana for approximately $420 million.
On the sell side, Nigel Wellings advised Dubai International Capital, together with the founder shareholder, on a $296 million disposal of a 75% stake in KEF Holdings to a subsidiary of Tyco. In December 2010 Taylor acted for Schindler, one of the world's largest manufacturers of elevators and escalators, on the sale of a 10% stake in Saudi Elevator Company to Olayan Financing Company.
There has been some internal movement between the firm's Middle Eastern offices. In March 2011 partner Mohamed Hamra-Krouha returned to the Abu Dhabi office following a three-year secondment in Riyadh and Richard Parris relocated to Qatar to launch the firm's new office there. While in 2010 partner Andrew Rolfe returned to London.
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Leading lawyers
Robin Abraham
Peter Avery
Qudeer Latif
Guy Norman
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer's practice has a distinctly smaller offering than it's magic circle counterparts in the UAE, but its size is deemed commensurate with it's approach, as one lawyer observes: "They have quite a different strategy because their energy is on three/four clients at most." This approach perhaps explains why competitors question the firm's visibility....
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Freshfields Bruckhaus Deringer's practice has a distinctly smaller offering than it's magic circle counterparts in the UAE, but its size is deemed commensurate with it's approach, as one lawyer observes: "They have quite a different strategy because their energy is on three/four clients at most." This approach perhaps explains why competitors question the firm's visibility.
One area in which the firm has grown in the last 12 months is corporate, after poaching leading lawyer Pervez Akthar from Allen & Overy. Known for being transient, Akthar has left A&O twice now. The firm's former Middle East corporate head joined private equity house Abraj in September 2008, before returning in May 2009 and making his latest, December 2010, departure. Freshfields will hope its new corporate head is settled because he represents an excellent acquisition, with many lawyers stating that Akthar's experience, understanding and relationships in the region represent major benefits. "He will undoubtedly help Freshfields," remarks one peer, while another agrees: "There will be a big effect. He's a good lawyer and he has good client base and he has the down-to-earth, regional approach." Akthar's clients and former colleagues, Abraj Capital, are also seen as a substantial gain and invariably lucrative bonus to his appointment. Senior associates Mazhar Khan and Rob Cant also joined from A&O in September 2010 and May 2011, respectively.
Of the firm's long-standing partners Patrick Ko is the most recognised by the market, one competitor says: "Patrick Ko is a very good partner, very able and technically sound."
2010 proved an active year for the firm's corporate practices, which closed come significant deals between May and September. One saw Ko lead a team advising on only the second public takeover of a Nasdaq Dubai listed company which was awarded M&A Deal of the Year at the IFLR Middle East Awards 2010. The firm acted on behalf of Securities Saudi Arabia and Citigroup Global Markets the financial advisers to Kingdom Holding Company in its $843 million acquisition of outstanding shares in Kingdom Hotel Investments. Another merger saw the firm advise the Dubai International Financial Centre (DIFC) on the legal aspects of the merger of ABN AMRO Bank with Fortis in June 2010. It led to the DIFC branch of Fortis Bank ceasing to exist, leaving the DIFC branch of ABN AMRO Bank as the sole surviving entity in the DIFC.
Head of banking finance Joseph Huse has been active for long standing client Dubai Aerospace Enterprise (DAE). He and a team are advising on the financing, tax structuring and leasing of two aircraft to Virgin Blue, an Australian operator, and one to Korean airline, T'way. DAE also mandated the firm to counsel on capital markets and conventional financings for a mixed portfolio of B777-200 freighter and B737-800 passenger aircraft, leased to a number of international airlines.
In project work the firm has been active on a number of cross border deals. Marc Fèvre is advising the Office Nationale d'Electricité, part of the Moroccan government, on the development of the Taza wind farm in Morocco, which is estimated to cost between $200 and 400 million. Fèvre is also advising the lenders to a consortium bidding for the $1.5 billion Sur Independent Power Project in Oman. Locally Fèvre is advising Alstom Transport in relation to the $2 billion Al Sufouh Tram Project in Dubai.
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Leading lawyers
Pervez Akhtar
Patrick Ko
Other notable - Gibson Dunn & Crutcher
Gibson Dunn & Crutcher's UAE offering grew in January 2011 with the hire of partner Chézard Ameer from Ashust.
The Los Angeles-based firm specialises in advising private equity clients and has acted for the Carlyle Group, Gulf Capital Investcorp Bank and the Kuwait Investment Authority in the last 12 months....
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Gibson Dunn & Crutcher's UAE offering grew in January 2011 with the hire of partner Chézard Ameer from Ashust.
The Los Angeles-based firm specialises in advising private equity clients and has acted for the Carlyle Group, Gulf Capital Investcorp Bank and the Kuwait Investment Authority in the last 12 months.
For the Kuwait Investment Authority, the firm acted on its $792 million investment in Areva, a French nuclear energy provider.
Investcorp mandated the firm to advise on the $730 million disposal of Moody International to Intertek Group.
The Carlyle Group's Middle East fund, Carlyle MENA Partners, required the firm's assistance in its acquisition, financing and restructuring of a 30% stake in Saudi company General Lighting Company, the largest supplier and manufacturer of lighting fixtures in Saudi Arabia.
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Other notable - Habib Al Mulla & Company
Habib Al Mulla & Company is a well-respected competitor among the local candidates in UAE. "We've done two deals with them and actually they've impressed us," remarks one peer from a international firm....
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Habib Al Mulla & Company is a well-respected competitor among the local candidates in UAE. "We've done two deals with them and actually they've impressed us," remarks one peer from a international firm.
The firm performed a coup in the close of 2010 poaching partner and head of Saudi Arabia, Nicholas Diacos, from domestic rivals Al Tamimi.
In an Islamic finance deal the firm advised a Dubai-based Islamic finance institution on the proposed sale of an ijarah (credit facility) property portfolio to another financial institution Dh250 million ($68 million).
The UAE's largest developer also mandated the firm's finance team to aid in the restructuring of its Dutch operations with Citigroup via a $80 million subordinated loan with Standard Chartered Bank in October 2010.
A further ongoing matter sees the firm negotiating on behalf of one of the largest, UAE family owned, Dubai based business groups on a QR250 million ($65 million) financing facility with a Qatari bank.
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Hadef & Partners
Hadef & Partners is the preferred choice of local practice for a number of international firms in the region and has operations in Abu Dhabi and Dubai.The firm has expanded its partnership in the last 12 months making up Barton Hoggard in the corporate team and Valeria Lysenko and James Farn in the banking and finance department....
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Hadef & Partners is the preferred choice of local practice for a number of international firms in the region and has operations in Abu Dhabi and Dubai.
The firm has expanded its partnership in the last 12 months making up Barton Hoggard in the corporate team and Valeria Lysenko and James Farn in the banking and finance department.
Peers single out banking and finance practise head Alan Rodgers as one of the firm's leading lawyers. Rodgers was active for the lenders which were financing one of the largest aluminium smelter projects in the UAE in August 2010. More recently the firm has advised the sponsors of the Shams1 solar power project the only renewable project in the Middle East.
The firm's corporate practice is headed by Sameer Huda who led a team advising on the $380 million acquisition of 80% of the issued share capital in ETA Star Cement Group, which has subsidiaries across the Middle East.
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Leading lawyers
Alan Rodgers
Herbert Smith
Competitors note the Herbert Smith has grown in prominence in the UAE market especially in banking and project finance where the firm joins the fourth tier.
On the project finance side, head of the firm's Middle East finance and global head of Islamic finance, Nadim Khan, is leading a team advising the arrangers – Citigroup Global Markets, Dubai Islamic Bank, Emirates NBD, Commercial Bank – of the $800 million Salik Toll Collection System financing for the Roads and Transport Authority (RTA) of Dubai and the Department of Finance of Dubai....
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Competitors note the Herbert Smith has grown in prominence in the UAE market especially in banking and project finance where the firm joins the fourth tier.
On the project finance side, head of the firm's Middle East finance and global head of Islamic finance, Nadim Khan, is leading a team advising the arrangers – Citigroup Global Markets, Dubai Islamic Bank, Emirates NBD, Commercial Bank – of the $800 million Salik Toll Collection System financing for the Roads and Transport Authority (RTA) of Dubai and the Department of Finance of Dubai.
Khan also acted for Dubai-based Millennium Private Equity on the first sukuk (Islamic bond) financing for a UK corporate: International Innovative Technologies (IIT), a manufacturer of industrial milling machines in North East England.
A cross border matter saw the practise head lead advise Al Salam Bank of Bahrain as arranger of an ijarah (capital leasing) facility to repay the sukuk issued by the Bahrain Financial Harbour Company in July 2010.
Abu Dhabi partner Andrew Newbery is advising on another headline project finance deal for the firm, in which he is advising the Sumitomo Corporation and KEPCO as developers of Abu Dhabi's $1.5 billion Shuweihat 3 IPP (independent power plant).
The firm's also has a well-regarded corporate practice, which was expanded in 2010 with the promotion of Paul Scarr in May. The newly made partner was part of Dubai team acting on the firm's largest M&A deal - Indian telecoms company Bharti Airtel's $10.7 billion acquisition of the African operations of Kuwaiti provider company Zain, which closed in June 2010.
A further M&A transaction, which was closed in May 2010, saw the firm advise Mitsui on the acquisition of an interest in two oil and gas blocks in Oman from Swedish company Tethys.
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Hogan Lovells
According to the market and the firm's deal list, Hogan Lovells is benefiting on the M&A side from its own merger. A series of favourable recommendations from piers sees the combined US and UK offering join the third tier....
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According to the market and the firm's deal list, Hogan Lovells is benefiting on the M&A side from its own merger. A series of favourable recommendations from piers sees the combined US and UK offering join the third tier.
Ex-pat Nick Parden, who is singled out by several peers as a "good lawyer", led a team on the firm's largest transaction advising Citi Infrastructure Investors on its $1.5billon acquisition of a majority stake in DP World's Australian shipping terminal businesses in April 2011.
In April 2011 Abu Dhabi partner Sean Harrion closed a deal for Kingdom Hotel Investments which sold the Swissôtel Kunshan in China to Swiss Liberty, a wholly owned subsidiary of Malaysian listed company, TA Global for $60 million.
M&A practise head Imtiaz Shah and Warren Thomson are active on a substantial cross border debt for equity swap.
Hogan Lovells' partnership grew in 2010 with of counsel Imran Mufti, who divides his time between Saudi Arabia and UAE, promoted in May. One client based in the former, who utilises Mufti in both jurisdictions, considers him an excellent choice for either, saying: "He's a good as any lawyer I have dealt with. His particular strength is Islamic and shariah finance."
In capital markets debt work, Mufti advised the joint-lead arrangers – Calyon Saudi Fransi, GIB Financial Services, HSBC Saudi Arabia Limited and Samba Capital and Investment Management Company – of Arab Petroleum Investments Corporation's (APICORP) SR2 billion bond, which closed in October 2010.
Capital markets and finance practise Rahail Ali was also active on the debt side, advising the joint lead managers of Turkish participation bank Kuveyt Türk Katılım Bankası's $100 million sukuk (Islamic bond). The deal was the first Islamic bond issued from Turkey and the first sukuk issued for a bank in Europe.
On the finance side, Ali acted for the Barwa Real Estate Company on securing $5 billion in Islamic finance facilities. The deal included a $3.5 billion murabaha (deferred sale) facility provided through an issuance of a Reg S and Rule 144A State of Qatar guaranteed bond and a $1.5 billion facility arranged by HSBC and Standard Chartered.
In another Islamic finance role, Rustum Shah advised on a dual-secured multi-currency syndicated murabaha facilities equating to $282 million for VIVA Bahrain. The deal included US Dollar, Bahraini Dinar and Saudi Riyal tranches in the amounts of $170 million, BD7.45 million ($19 milllion) and SR337.5 million ($89 million) for the Bahraini telecoms company, a subsidiary of Saudi Telecommunications Company.
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Other notable - KBH Kaanuun
Boutique firm KBH Kaanuun has offices in Dubai, Kuwait and Bahrain is led by Kahsiff Basit
In November 2010, acting for the promoter, Basit advised on securing a $10 million Islamic Finance murabaha (deferred sale) facility from a leading Qatari investment bank.
On the projects side the firm as local counsel to a consortium bidding for $30 million post-office and telecoms infrastructure projects in Kuwait
In corporate work the firm is acting for the minority partner in connection with a proposed joint venture with a global independent oil trader in the MENA (Middle East North Africa) region....
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Boutique firm KBH Kaanuun has offices in Dubai, Kuwait and Bahrain is led by Kahsiff Basit
In November 2010, acting for the promoter, Basit advised on securing a $10 million Islamic Finance murabaha (deferred sale) facility from a leading Qatari investment bank.
On the projects side the firm as local counsel to a consortium bidding for $30 million post-office and telecoms infrastructure projects in Kuwait
In corporate work the firm is acting for the minority partner in connection with a proposed joint venture with a global independent oil trader in the MENA (Middle East North Africa) region.
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Latham & Watkins
The market is in unanimous accord that Latham & Watkins has amassed market share in the last 12 months. According to clients, who concur that the firm have grown in prominence in the region, it is the quality of the firm's lawyers and their personable approach that has increased its popularity....
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The market is in unanimous accord that Latham & Watkins has amassed market share in the last 12 months. According to clients, who concur that the firm have grown in prominence in the region, it is the quality of the firm's lawyers and their personable approach that has increased its popularity. "These guys have gone in, in numbers, in force and are very proactive on getting business," says one. Singling out Bryant Edwards and Dipti Thakar for praise the client continues: "I think they are very strong across the board. They've got very strong senior associates and council."
Since the inception of its Abu Dhabi and Dubai offices in 2008, the US firm has acquired talent from its American and UK rivals in the UAE. Most recently the firm astutely hired the consistently recommended banking and finance partner Anthony Pallet from Norton Rose, who is described as "one of the leading bank finance lawyers" in the UAE by one lawyer. In February 2010 the firm also poached corporate partner Villiers Terblanche and energy and infrastructure partner Nick Collins from White & Case's UAE practise. The two partners operate out of Abu Dhabi.
Banking and finance is the area in which competitors regard Latham to be strongest. "Latham & Watkins, on the banking side, have become more prevalent," remarks one banking partner. In recognition of the firm's substantial roles and efforts to increase its depth and quality, with Pallet's hire and the relocation of London finance partners Christopher Hall and Craig Nethercott in Aril 2011, it joins banking and finance in tier three.
New arrival Hall has not taken long to settle in and is representing of a Middle East sovereign wealth fund on a $5 billion syndicated loan secured through a global portfolio of publicly traded equity securities.
A cross border project finance deal in Jordan sees banking and finance practice head Treblanche advising on Advising The Aqaba Development Corporation on the new $500 million port of Aqaba.
A further project sees the firm advising an Abu Dhabi corporation on the development of the new aluminium rolling mill.
In the highly publicised Dubai world restructuring, client favourite Edwards continued to act as one of the representatives to the Government of Dubai and the Dubai Financial Support Fund in restructuring the $60 billion liabilities of Dubai World and it subsidiaries.
Competitors query what deals Lathams' has acted on in the capital markets area ostensibly because the firm has been serving clients outside the UAE.
On the equity side Andrew Tarbuck and Thakar advised Wataniya Mobile, a Palestinian mobile phone operator, on its $50 million IPO on the Palestine Exchange in Nablus. The deal, which closed in November 2010, was shortlisted for IFLR magazine's Middle East Equity Deal of the Year.
A groundbreaking mandate completed by Edwards on the debt side, which was the first conventional high-yield bond deal in the Middle East and shortlisted for IFLR magazine's Middle East Debt & Equity Deal of the Year, saw him represent MBPS Finance Company in its $320 million 11.25% senior notes issue due 2015.
Latham's M&A team joins tier 4 after receiving plaudits from peers: "They've got some very good people over here," remarks one. Others note the firm is becoming more present on the market: "L&W, we're definitely seeing them more they're definitely on the up. They're doing local deals too," says one M&A lawyer.
The firm's market-recommended practise head Charles Fuller advised Emaar Properties on the sale of the Hamptons International, a real estate agency in the UK, Europe and Asia to Countrywide.
Elsewhere, Fuller acted for a US purchaser in its acquisition of a majority stake in a Kuwaiti target company that manufactures calcined coke.
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Linklaters
In early 2011 competitors were quick to point to the fact Linklaters only had an office in Dubai, as one remarked: "Links, who I regard very highly, are just in Dubai. I think that was actually a massive screw up on their part....
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In early 2011 competitors were quick to point to the fact Linklaters only had an office in Dubai, as one remarked: "Links, who I regard very highly, are just in Dubai. I think that was actually a massive screw up on their part." Others claim the firm missed out on government work in Abu Dhabi and has suffered more than most in the wake of the Dubai's decline because of its narrow focus in the region. Answering its critics, the firm opened in Abu Dhabi in July 2011, with Middle East managing partner and project finance specialist Sarosh Mewawalla at the helm. Corporate partner Nick Garland relocated from Dubai and finance partner Paul Kruger came over from New York. The reasoning is unclear, but the official party line is that the move forms part of wider expansion plans for the Middle East and Asia.
The market is indecisive on the firm's capital markets offering but the majority of commentators feel it lacks the reach and experience within the region that the UAE's longest serving international firms offer. "I don't view them as having the same strength regionally as A&O and CC do. We get much more satisfaction out of knocking A&O and CC off their perch," says one peer. One specific area where competitors concur the firm lacks dedicated partners is in Islamic finance but the firm does have Richard O'Callaghan who one clients feel is amply versed in this area, saying: "Richard has focussed and spent a lot of time on Islamic finance so when it comes to that area he has a lot of knowledge and experience."
Clients and competitors, however, all agree that the firm boasts some of the country's leading corporate lawyers with Ewan Cameron and Scott Campbell especially highlighted but Hardeep Plahe receiving several mentions. "I like the Links guys, Ewan Cameron and Scott Campbell, they've got a good reputation. They have a good bench," explained one. The corporate practice is also praised as a whole by peers who say it has more of a market presence than the two firms who share all of the top ranks: "If we were talking about who we see more often I would put Linklaters top. They've got some good people there. There's no doubting that Linklaters are a quality outfit." The firm's excellent references and solid deal list in a challenging time for M&A sees it move to the top tier this year.
One client said the corporate practice, and Campbell specifically, were his choice because they understood the region and how to get deals done: "They are my favourite law firm in the Middle East because they are very practical, which is critical when you do business in the Middle East because the laws are ambiguous, there isn't much case study, and you need people who can think outside the box, who know to interpret the laws and Scott, especially, is very good in this way." Another shares the same enthusiasm for Campbell: "Top notch, he is just superb all round. A very good technical lawyer. Very good at communication, at handling clients and tough situations and very commercial. Lawyers sometimes can be real sticklers about law and forgot the overriding commercial objective but he is a very commercial guy. I think the world of him."
Several also noted the quality of associates at the firm: "Good, hard-working, good judgements," observed one. Although predominantly pleased, one client felt the firm could improve on it's relationship building skills, giving this reference: "Technically fine, really on the ball but they weren't really keen to develop a relationship with us."
Linklaters more than justified its top-tier rank in banking and finance and secured roles on several substantial refinancings including acting for Borse Dubai on it's $2.45 billion conventional and Islamic loan facilities. James Martin acted on the deal which comprised a margin loan facility and the sale of a portion of Borse Dubai's 30% stake in the Nasdaq OMX group. Martin also acted for the Bank of Tokyo-Mitsubishi on the $3 billion refinancing of loans extended to Abu Dhabi National Energy Company (TAQA).
In projects work the firm was involved in the $14.25 billion Jubail Export Refinery and Petrochemical Project in Saudi Arabia. Sarosh Mewawalla advised the lenders, export credit agencies and Islamic institutions involved in the financing.
In the capital markets area the firm had a role in some substantial work in the region, advising JPMorgan as sole global co-ordinator, bookrunner and lead manager of Aluminium Bahrain's (Alba) $340 million IPO, sold as shares in the form of GDRs listed on the LSE and Bahrain Stock Exchange. O'Callaghan led the Dubai office on the deal which was the first GDR offering on the LSE out of the Middle East and North Africa since 2008, the first IPO in the country since 2007 and the second largest ever executed there.
On the equity side, O'Callaghan, Campbell and Plahe acted for JPMorgan on telecoms operator du's $273 million rights issue, which represented the first equity capital markets transaction in the UAE in over two years and the first rights issue in the country for five.
The debt market has been an active one for the firm too and O'Callaghan has acted on a range of sukuk (Islamic bond) and conventional bond issues. Notably he closed two transactions for Emaar Properties advising on a $2 billion sukuk programme and debut issuance of $500 million and acting for the real estate group on it's $500 million convertible bond issue, the first for over two years in the UAE. The firm is currently advising on three further convertible bonds.
On the corporate side, Campbell is advising International Bank of Qatar in its merger with Al Khaliji Bank in the first merger between two prominent Qatari banks. Also in Qatar, Campbell advised on Barwa Real Estate takeover $3.5 billion of Alaqaria, Qatar, which was the first ever M&A tender offer between two listed companies in Qatar and the first ever public takeover in the country.
In a substantial cross border takeover, Nick Garland advised the International Petroleum Investment Company (IPIC) on the €7.5 billion takeover of CEPSA, a Spanish-listed oil and gas company of which it already owns 47%. The deal was one of the largest ever involving a Gulf company acquiring a business outside the region and involved coordination between Madrid and Dubai.
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Leading lawyers
Ewan Cameron
Scott Campbell
James Martin
Sarosh Mewawalla
Norton Rose
Norton Rose has been hit by a veritable exodus of partners from across its practice in the UAE. In September 2011: the much praised Anthony Pallet joined Latham & Watkins; regional managing partner Campbell Steedman, a Dubai-based corporate partner, was poached by White & Case; and, Abu Dhabi-based projects partners Dominic Harvey and Jonathan Brufal left for Vinson & Elkins....
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Norton Rose has been hit by a veritable exodus of partners from across its practice in the UAE. In September 2011: the much praised Anthony Pallet joined Latham & Watkins; regional managing partner Campbell Steedman, a Dubai-based corporate partner, was poached by White & Case; and, Abu Dhabi-based projects partners Dominic Harvey and Jonathan Brufal left for Vinson & Elkins.
Personal reasons, as the firm have cited as an explanation, may well be the reason for the defections but the aforementioned four were not the only partners to depart recently. Karl Rogers left the firm for Standard Chartered Bank in August 2010 and Neil Miller moved to KPMG in March 2011.
Of the firm's remaining partners Alan Bainbridge is mentioned by peers and thought of as a solid choice: "Alan Bainbridge really stands out he arrived in 2009 and he's really done well for himself," remarks one practice head.
In notable finance work the firm advised on an Dh1.1 billion ($299 million) syndicated ijarah (capital leasing) facility for Majid Al Futtaim Properties arranged by Abu Dhabi Islamic Bank as mandated lead arranger. The deal was the largest Islamic structured syndication in Dubai in 2010 and the first Islamic deal for the Majid Al Futtaim Group. Pallett and Khalila Meggouh closed the deal in December 2010.
Another deal, finalised by Pallett in August 2010, saw him advise Kuveyt Türk Katılım Bankası, a Turkish subsidiary of Kuwait Finance House (KFH) on issuing a $100 million sukuk (Islamic bond). This was the first ever sukuk from Turkey and the first bank sukuk originating from Europe.
In a further deal originating from Turkey, Pallett also took the lead as the firm advised Citibank as arranger of a $300 million dual tranche murabaha (deferred sale) syndicated facility for Turkiye Finans Katılım Bankası, an Islamic bank in Turkey 60% owned by the National Commercial Bank of Saudi Arabia. It was the largest Islamic syndication in Turkey to date.
On the project side, Oli Charlesworth and Martin Preston advised Standard Chartered and African Development Bank on the €90 million financing of major port project in Senegal. It was the first PPP (public-private partnership) project entered into by the Senegalese ports authority and won Project Finance International Africa Transport Infrastructure Deal of the Year 2010.
Departed partners Bufal and Harvey teamed to advise on deals in Bahrain: acting for the lenders in respect of a $1.1 billion steel mill project; and, the Bahraini Ministry of Finance , on a wastewater treatment plant and conveyance system in Muharraq. The latter was the first wastewater treatment plant procured by the Government of Bahrain on a PPP basis.
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Shearman & Sterling
When discussing Sherman & Sterling, competitors continually raise the issue of the firm never opening in Dubai and point to this as its major failing. But as one lawyer observes the firm is one of the oldest in the country: "They've got a long history here....
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When discussing Sherman & Sterling, competitors continually raise the issue of the firm never opening in Dubai and point to this as its major failing. But as one lawyer observes the firm is one of the oldest in the country: "They've got a long history here. They've probably been here as long, at least in Abu Dhabi, as A&O or CC." When questioned, the firm states that it is a decision to focus on clients it has in Abu Dhabi and it is a strategy that has served it well. Peers recognise the firm in this emirate, one says: "They have a solid Abu Dhabi presence."
In corporate work the firm's managing partner Phillip Dundas advised long standing client Aabar Investments on its investment of $280 million in Virgin Galactic, the world's first commercial spaceline, for a 32% share in the company. The deal closed in October 2010 and also involved Aabar paying $100 million to fund Galactic's small satellite launch capability.
The firm has also played a part in establishing several joint ventures between Western and Middle Eastern companies including Abu Dhabi Media Investment Corp (ADMIC), a private investment company, on its 50:50 joint venture with BSkyB to set up and operate a 24-hour Arabic language news and current affairs channel under the Sky News brand, to be based in Abu Dhabi.
In another notable joint venture, Manuel A Orillac, and Iain Goalen represented Agility on setting up a venture with France-Telecom Orange, through which Agility and FT will acquire a 44% stake in Korek Telecom in April 2011.
On the sell side, a team from the firm advised Al Ghaith Holding on the sale of Shadeed Iron & Steel to Jindal Steel & Power, a publicly listed company in India, for $464 million in June 2010.
Lawyers regard the firm as primarily concerned with power projects. "On the project finance side they are very power focussed they've got the odd mandate on the petchem side but they are not focused on this," says one peer.
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Leading lawyers
Iain Elder
Iain Goalen
Simmons & Simmons
Competitors recommend Simmons & Simmons for its Islamic finance work and the firm has attained roles in mandates, which support its reputation. As part of property developer Nakheel's sukuk (Islamic bond) which forms part of Dubai-based company's restructuring, joint financial markets practice head, Natalie Boyd, is advising the managers Deutsche Bank....
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Competitors recommend Simmons & Simmons for its Islamic finance work and the firm has attained roles in mandates, which support its reputation. As part of property developer Nakheel's sukuk (Islamic bond) which forms part of Dubai-based company's restructuring, joint financial markets practice head, Natalie Boyd, is advising the managers Deutsche Bank. Although yet to launch, it is expected the Islamic bond will be worth Dh1 billion ($290 million) when it closes.
Boyd and fellow financial markets head Muneer Khan, who leads the firm's Islamic finance group, were part of the team advising Advising Societe Generale, Deutsche Bank and JPMorgan, separately, on over 20 structured deposit transactions with several Dubai and Abu Dhabi based banks equating to close to Dh20 billion in terms of deposit received.
In a further banking matter, Khan advised Emirates National Factory for Plastic Industries as obligor on a syndicated Dh250 million Islamic financing arranged by Abu Dhabi Islamic Bank PJSC.
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Vinson & Elkins
"They don't have a big office here but what they do is quality work," remarks one peer of Vinson & Elkins' UAE offering.Creighton Smith, Ayman Khaleq and Kamar Jaffer led the firm in representing the NBK Capital-GSC Mezzanine Fund in financing of up to $20 million in Metito Utilities, a Dubai-based developer of water and wastewater projects in the Middle East, North Africa and Asia....
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"They don't have a big office here but what they do is quality work," remarks one peer of Vinson & Elkins' UAE offering.
Creighton Smith, Ayman Khaleq and Kamar Jaffer led the firm in representing the NBK Capital-GSC Mezzanine Fund in financing of up to $20 million in Metito Utilities, a Dubai-based developer of water and wastewater projects in the Middle East, North Africa and Asia.
Ayman Khaleq and Hiba Allam advised an Asian sovereign wealth fund on its first investment in a $500 million parallel, conventional and shariah-compliant, energy fund.
Vinson & Elkins capital markets practice was expanded with the appointment of Looaye Al-Akkas as partner who had been a senior associate at Baker & McKenzie. In a capital markets debt transaction Ayman Khaleq led the team advising Wasatah Capital, the mandated lead arranger of the $50 million sukuk (Islamic bond) for Condor Flugdeinst, the aviation arm of Thomas Cook.
On the equity side the firm advised the Saudi Arabian Al Hassan Ghazi Ibrahim Shaker Company on its SR514 million ($137 million) IPO in May 2010.
In the corporate sector a team from the Dubai office advised TVM Capital MENA, a Dubai based private equity fund focused on health care investments, on two investments: Bourn Hall International and Pro Vita Health Care which equated to $150 million.
On the sell side, a team acted for shareholders in Gulmar Offshore Middle East, a UAE based subsea engineering and general contracting company, which divested of 78% of its stock to Oaktree Capital Management, the US private equity firm.
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Other notable - Wong Partnership
The Singapore-based Wong Partnership's four-partner UAE offering is run by Paul Sandosham, the firm's joint head of the Middle East.
In the banking and finance sector, the firm acted for Deutsche Bank in its $150 million financing for the TS China Fund II SRL, a collaboration between the Abu Dhabi Investment Authority, the Government of Singapore Investment Corporation and TS China Holdco set up to invest in properties in Shanghai....
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The Singapore-based Wong Partnership's four-partner UAE offering is run by Paul Sandosham, the firm's joint head of the Middle East.
In the banking and finance sector, the firm acted for Deutsche Bank in its $150 million financing for the TS China Fund II SRL, a collaboration between the Abu Dhabi Investment Authority, the Government of Singapore Investment Corporation and TS China Holdco set up to invest in properties in Shanghai.
On the corporate side the firm advised a Singapore-based Design Studio Furniture Manufacturer in its $166 million acquisition of for Depa Interiors, which is located in Dubai, in August 2010.
A further M&A matter saw the firm negotiate for an Abu Dhabi-based investor in its acquisition of 30% of the share capital of a company incorporated in Abu Dhabi.
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