Abuhimed Alsheikh Alhagbani Law Firm is Clifford Chance’s sponsor associate firm in Saudi Arabia. The ‘magic circle’ firm is top tier in all the ranking tables for Saudi Arabia thanks to its experienced team on the ground, and its wider regional team which supports the firm’s lawyers in the Kingdom.
There were several notable staffing changes to the firm’s banking and finance practice recently, with partners Abdulaziz Al-Abduljabbar retiring and Paul Latto and joining DLA Piper.
Clifford Chance changed the structure of its Saudi Arabian practice in 2016. The firm was licensed to operate independently as Clifford Chance by Saudi Arabia’s Ministry of Commerce and Investment in 2013 after meeting regulatory requirements concerning Saudi qualified nationals’ owning equity in the firm, but the magic circle outfit has decided to revert to a more familiar model for the market.
The firm has decided to return to the structure used by most international firms operating in Saudi Arabia – through an association with a local sponsor firm – a model similar to the one by which the firm originally entered Saudi Arabia. Similar but not identical.
When Clifford Chance launched in Saudi Arabia it did so through an association with Al-Jadaan & Partners, an established independent local firm. On this occasion, the firm has adopted an approach taken recently by several international firms in Saudi when seeking a new association in the country, entering into an arrangement with a newly formed domestic firm established by Saudi national lawyers already employed by firm.
In Clifford Chance’s case, the new firm it will operate in association with is Abuhimed Alsheikh Alhagbani Law Firm (AS&H). Two of Clifford Chance’s Saudi senior associates, Majid Al-Sheikh and Mansoor Al-Hagbani, and new hire Fahad Abuhimed give their names to AS&H. Abuhimed, who will be managing partner at the new firm, was previously a deputy minister at the Ministry of Commerce and Investment, and is a former member of Al-Jadaan & Partners, Clifford Chance's previous Saudi sponsor.
There has been speculation the decision was driven in part by a challenge initiated by a Saudi lawyer to the legality of the firm’s licence to practice domestic law. The challenge was taken up by the Ministry of Justice (MoJ) and reached court, but the firm was deemed to be in compliance with Saudi regulation and entitled to continue practicing as Clifford Chance. Although the firm currently complies with Saudi requirements, discussions on whether foreign firms hoping to practice Saudi law without a local sponsor should be licensed by Sagia (Saudi Arabian General Investment Authority) and the MoJ are taking place, so the situation could not be described as entirely resolved.
Clifford Chance’s managing partner for the Middle East, Robin Abrahams, says the legal challenge and uncertain regulatory regime were not the drivers behind the decision to restructure. He explained the move was part ascension planning for its Saudi practice, ensuring it had a strong team of domestic lawyers for the future, and part strategy for ensuring it is in the best position to benefit from the significant amount of legal work that will emerge for domestic clients as the country’s National Transformation Plan – of which privatisation is a key component - takes shape. Essentially the firm’s thinking is, a strong domestic brand in collaboration with a leading international one is likely to be better received by local clients.
Fundamentally the move will not have a huge impact from a client’s perspective. There will be new name above the door and on the lease, but, at the time of writing, Abuhimed was the only addition to the existing team and no one had left.
The firm’s recent lending work – for corporates and projects – has included a number of large deals. The highlights were advising the coordinators, book-runners and mandated lead arrangers on a $4.7 billion financing to Yanbu Aramco Sinopec Refining Company (YASREF); representing the lenders to Saudi Electricity Company (SEC) on a syndicated loan to add more than $2 billion to SEC's revolving credit facilities; advising ACWA Power on two syndicated commodity murabaha-based (deferred sale) transactions of $295 million; and, assisting Jubail Chemicals Storage and Services Company (JCSSC) on $440 million limited recourse financing for the acquisition of chemical storage units from Sadara Chemical Company.
Among the firm’s recent significant capital markets deals were plenty of notable debt transactions. The headline roles included advising Saudi Fransi Capital as agent on amendments to the SR1billion murabaha sukuk issuance by Saudi Binladen; acting for the arrangers and dealers on the establishment of Apicorp’s $3 billion trust certificate issuance programme; representing Arab National Bank on its SR2 billion Tier 2 sukuk (Islamic bond); and, advising the arrangers on National Commercial Bank’s Tier 1 SR1billion sukuk, the first deal of its kind in the Kingdom.
The firm’s recent M&A mandates have included deals in construction, private equity and healthcare. A few of the highlights were advising the Saudi Public Investment Fund (PIF) on its $1.1 billion acquisition of a 38% stake in Posco Engineering & Construction; acting for Ebrahim Mohammed Almana family members when they sold a 20% stake in Almana General Hospitals to Sanabil Direct Investments; and, representing the Al Tayyar Group on its SAR669 million acquisition of 25% of Thaker Investments and Real Estate Company.
Al Tamimi & Company added to its team during the research period hiring Francis Patalong, Matthew Kelleher and Julie Bassi to the corporate team as senior associates. The firm also opened a new office in Jeddah. One client says that the firm provided “most helpful advice”.
In banking the firm advised JPMorgan in relation to a murabaha (deferred sale) facility agreement and assisted Société Générale with issues related to various financing products for banks.
In capital markets the team advised JPMorgan Chase in the matter of the counterparty entering into derivative transactions with the bank and provided legal counsel to Royal Dutch Shell in relation to capital market queries.
In the M&A space the firm advised IAN on its entry into a joint venture with the National Water Company; assisted Saudi Aramco Shell Refinery in its new business venture with a Saudi petrochemicals company and acted for Aster DM Healthcare in its $250 million acquisition of the rest of shares in Sanad Al Rahma Medical Care.
DLA Piper hired partner Paul Latto and senior consultant Keith Bullen during the research period and Phil Loynes returned to the firm.
A client who worked with the firm on an M&A transaction says that the firm is “very good”.
In project finance the team advised Ports Development Company in relation to a $267 million financing from HSBC to cover the costs of expansion of the port.
In the corporate area the firm provided legal counsel to Al Shuwayer Group on the sale of a majority stake in NDT CCS; advised SEC on a $3 billion joint venture with Saudi Aramco to develop the Fadhili Cogeneration Facility; and advised Wipro on its joint venture investment with Saudi Aramco and PNU.
Shearman & Sterling is working in association with Dr Sultan Almasoud & Partners.
In capital markets the firm advised Takween Advanced Industries Company, Salama Cooperative Insurance Company and MetLife - AIG - ANB Cooperative Insurance Company on their rights issues on the Saudi Stock Exchange.
The M&A team advised Falcom Financial Services on its acquisition of a minority interest in Aluminum International Company and is currently advising voestalpine on its joint venture with Al Bassam Group.
In banking Simmons & Simmons worked on a number of confidential matters including lending transactions, project finance and Islamic finance.
The capital markets team advised SEDCO Capital on the development and launch of a new investment platform of shariah-compliant funds domiciled in Luxembourg.
Hatem Abbas Ghazzawi & Co is one of the Saudi Arabia’s leading independent domestic firms for project finance and capital markets advice. In both areas the firm is regularly mandated on some of the jurisdiction’s largest deals by both banks and corporates. Foreign clients says it is astute at navigating the country’s regulatory landscape.
In the project finance area the firm has been busy working on a number of large developments for lenders. Its most significant transactions have included the $8 billion Petro-Rabigh petrochemicals complex expansion, the Jizan Air Separation Unit BOO (build-own-operate) project, and several confidential IPP projects.
The firm’s recent notable capital markets transactions were all regulatory capital Tier 1 sukuk (Islamic bond) issues for the National Commercial Bank, which it advised on three sukuks valued at SR1 billion issue, SR2 billion and SR2.7 billion.
Herbert Smith Freehills works in association with The Law Office of Nasser Al-Hamdan. Euan Pinkerton joined the firm during the research period.
In banking the firm advised on financial restructuring and funding agreements. In capital markets the firm provided legal counsel on IPO related matters.
In the M&A area the firm advised Blackstone on its acquisition of a Serco business and assisted with a number of joint venture deals.
Khoshaim & Associates is the Saudi Arabia arm of Allen & Overy. The firm has strong practices across the board in the Kingdom, but its Saudi-based banking practice in particular is outstanding.
The firm’s recent banking transactions included a mix of work. It advised the lead arrangers of two syndicated murabaha (deferred sale) commodity transactions – one a refinancing - for ACWA Power with a total value of around SR3 billion (around $800 million). A novel deal for the team was its role for Takamol Holding for Business Services on negotiating and structuring a SR1.5 billion shariah-compliant finance and credit support scheme for funds investing in qualifying Saudi Arabian small businesses. An asset finance deal saw it advising The National Shipping Company of Saudi Arabia (Bahri) on a SR1.4 billion Islamic loan for the financing of the construction and acquisition of five vessels. A significant real estate finance deal for the team was its advice to Samba Financial Group as lead arranger of a SR5.55 billion real estate development facility for a Saudi Arabian retail group.
Among the firm’s recent publishable project finance transactions were roles advising Saudi Aramco Base Oil Company (Luberef) on amending its Public Investment Fund $412 million facilities for the Yanbu Expansion Project, and advice to Ma’aden Phosphate Company on two tranche murabaha facilities of SR8.3 billion and $850 million from local and international banks to refinance its existing project finance debt.
In capital markets the firm was involved in a number of significant sukuk (Islamic bond) issues. These included advising Saudi British Bank (SABB) on its SR1.5 billion Tier 2 sukuk issuance and acting for the joint lead managers on Bahri’s SR3.9 billon public sukuk. A notable regulatory mandate saw the firm advising the Capital Market Authority on the qualified investor regulations.
Among the firm’s notable corporate transactions were deals for Aramco on its joint venture Lanxess, which cost the firm’s client €1.2 billion, and advising BAE Systems on the reorganisation of its portfolio and its joint venture arrangements with Riyadh Wings.
Law Firm of AlSalloum and AlToaimi is the sponsor firm of White & Case. The US firm has a strong Saudi project practice and through its long-standing relationship with Saudi Aramco is involved in some of the biggest project financings in the country. The firm is also recommended for capital markets advice.
The firm’s portfolio of recent project finance work features many of the biggest deals underway in Saudi Arabia currently. Saudi Aramco instructed it to assist with several multi-billion dollar financings. One of the highlights was its role for the oil and gas company on the financing of the development of an air separation unit (ASU) in Jazan. Another role for Aramco is the Fadhili IPP BOOT (build-own-operate-transfer), where it is negotiating the financing in addition to all the other development matters. A lender side role – also an Aramco project – saw it representing the banks on the refinancing of the Riyadh PP11 IPP. Another notable project mandate for the team is its role for the Fast Consortium as the successful bidder for an $8 billion contract for a portion of the Riyadh Metro development.
In capital markets, the firm advised the underwriters on a number of notable equity deals. It represented Saudi Fransi Capital on AXA Cooperative Insurance Company’s SR250 million (around $67 million) rights issue, advised Saudi Hollandi Capital on Saudi Arabian Cooperative Insurance Company’s rights issue, and Riyad Capital Company on Middle East Paper Company’s (MEPCO) SR450 million IPO.
The firm’s other corporate transactions include a number of significant joint-venture agreements, including deals in the pharmaceutical and the hotel industries.
Vinson & Elkins has a multi-lingual team in Riyadh with regionally qualified lawyers. The practice focuses on a broad range of general corporate matters, including M&A work.
In the M&A space the firm advised Sanabil Investments on the acquisition of a 20% equity stake in Ebrahim Mohammed Almana & Brothers Co, provided legal counsel to PrivatAir in connection with its acquisition of 30% of the share capital of Saudia Private Aviation and is currently assisting Sadara in relation to a number of joint ventures.
Law Office of Salman M Al-Sudairi works in association with Latham & Watkins. The firm is good across all areas of financial and corporate work but is strongest in acquisition financing and capital markets.
In the banking area the firm’s highlights include representing the lenders on a number of acquisition financings, including on the SR600 million (around $160 million) facility used by sponsors, Abraaj Group and TPG Capital to fund the purchase of a majority stake in Kudu, and on a SR1.43 billion facility used to fund the acquisition of five new crude oil vessels by The National Shipping Company of Saudi Arabia (Bahri). A notable borrower side role was the team’s advice to Takween on the SR1.3 Billion murabaha (deferred sale) financing arranged by a syndicate of banks to finance its purchase of Savola Packaging Company.
In the projects space, a key deal for the firm was its role advising the banks on the SR3.6 billion Islamic financing for Jeddah Economic City for the construction of what will be the tallest tower in the world. Another substantial deal was it role for the international and Saudi commercial lenders and joint lead managers in relation to the $ 4.6 billion refinancing of project facilities for Ma’aden Phosphate Company.
The firm has picked up notable capital markets work recently securing roles in many of the significant equity and debt deals in the Kingdom. Equity highlights included advising the Middle East Healthcare Company (MEAHCO) on a $480 million IPO and representing Al Andalus Real Estate Company on its IPO. Among the firm’s debt mandates were roles for the joint lead managers on Arab National Bank's SR2 billion Tier 2 sukuk (Islamic bond) and on Rawabi Vallianz Offshore Services Company’s (RVOS) inaugural SR1 billion sukuk.
Among the firm’s notable, publishable corporate deals were roles for Takween on its SR910 million acquisition of Savola Packaging and work for Durrah Advanced Company in connection with a strategic joint venture to establish a sugar refinery in Saudi Arabia.
Legal Advisors Abdulaziz I Al-Ajlan & Partners, the Saudi affiliate of Baker & McKenzie, is one of the oldest relationships in the Kingdom. The firm has one of the strongest project finance practices in the country, and also has excellent banking and corporate teams.
Recent banking work for the firm included acting for Ma'aden and Ma'den Rolling Company on a SR375 million working capital murabaha (deferred sale); advising a Saudi borrower on a $213 million debt restructuring; and, assisting another domestic client with a dual-tranche facility of around $260 million, in addition to a number of other confidential lending mandates.
The majority of the firm’s project finance deals are confidential but it is working on a number of large energy, infrastructure and power projects, in some cases for the lenders, in others for developers. One publishable deal was the SR3.54 billion financing for King Abdullah Financial District, where it represented the Saudi Binladin Group.
In both equity and debt capital markets the firm has been busy. Among the significant equity transactions were mandates advising IDEA Soda Ash & Calcium Chloride Company (ISACC) on a SR800 million private placement; acting for Saudi Arabian Company for Hardware (SACO) on its IPO; and, working as underwriter’s counsel for NCB Capital in relation to the rights issue of Salama Cooperative Insurance Company. On the debt side, the firm acted for NCB Capital Company as sole lead manager on two Tier 1 capital sukuk (Islamic bond) issues by The National Commercial Bank, one of SR2.7 billion and one of SR2 billion, and represented Almarai Company on its SR1.6 billion sukuk issue.
The firm’s corporate deals were mostly joint ventures. The highlights included advising Olayan Saudi Holdings Company and Cummins on a negotiations for a joint venture in Saudi Arabia, United Arab Emirates and Kuwait and acting for Guerlain - part of LVMH Group - on its joint venture with Sara Group and Beauty Vision.
Law Firm of Salah Al-Hejailan works in association with Freshfields. The firm’s strength in transactional work is corporate deals – equity capital markets issues, M&A and private equity.
There were several notable staffing changes at the firm recently with partner and regional head of banking and finance, Tobias Mueller-Deku, retiring and highly regarded counsel Tarek El-Assra from the same practice joining Morgan Lewis & Bockius.
The firm’s recent banking and finance deals included advising on acquisition facilities for clients in the context of M&A deals and several asset finance transactions relating to aircraft.
In the capital market area the firm was involved in several significant equity issues, including three IPOs, advising Al Habib Medical Group Services Holding Company and Saudia Cargo as issuer’s counsel and acting for the underwriters on Saudi Ground Handling Service’s IPO.
In M&A the firm was involved in a number of significant deals. The highlights included acting for Abraaj and TPG Capital on the a large investment in Kudu; representing a consortium of investors on an acquisition in the telecoms sector; and acting for a UK client on an inbound technology sector acquisition, in addition to a number of joint-venture agreements.
The Law Office of Mohammad Al-Ammar - King & Spalding’s sponsor in Saudi Arabia -, does a lot of work for funds, including advising on investments and financings. The firm also has strong practices in project finance, which does considerable work for project sponsors and companies, and Islamic finance.
Clients are impressed by the firm. A general counsel at a company the firm advised on a project financing, says: “The work of King & Spalding and, in particular, the work of Leroy Levy is unsurpassed in the GCC (Gulf Cooperation Counsel) region for infrastructure projects, in Saudi Arabia in particular. The combination of technical experience and country knowledge and presence, separates the firm from other firms in the practice.”
A number of lawyers are mentioned by clients in feedback. “Leroy Levy conducted a superior job on a highly complex project, with consistently superior representation from start to finish. Leroy's knowledge of sector and country precedent, his unrelenting attention to detail and accessibility is at the highest levels of the profession,” says one. Nabil Issa and Michael Rainey “deliver in depth knowledge of finance and Islamic finance documentation”. Issa is also commended for his “consistently superior counsel on corporate and capital markets matters”. James Stull and Zaid Farisi are said to be “responsive, knowledgeable and very strong technically”. A financial advisor at a private equity fund, who has worked with the firm on funds, private equity and Islamic finance, remarks: “Very knowledgeable, responsive and great technical ability.”
In banking and finance the firm has been involved in a variety of work, including a number of Islamic finance transactions, where its involvement is confidential. Among the firm’s project finance highlights were roles advising Alinma Investment Company and Jeddah Economic Company on SR3.6 billion (around $960 million) financing for the development of Jeddah Economic City; representing Arabian Company for Water and Power Development (ACWA Holding) on the $1.7 billion project financing of an air separation unit; and, assisting Saudi Tabreed on the Islamic project financing facilities for the construction of a district-cooling project at King Khaled International Airport.
The firm’s recent debt capital markets issues included advising The Islamic Development Bank on the establishment of a $25 billion trust certificates programme listed on the LSE, Nasdaq-Dubai and Bursa Malaysia. On the equity side it represented Arabia Insurance Cooperative Company on its rights issue.
In M&A the firm has been busy in Saudi Arabia working on a number of large cross-border deals across various sectors. A few of the the publishable highlights were representing Gulf Capital on its $140 million acquisition of MultiBrands and advising Delivery Hero Holding on its acquisition of Talabat.com from Rocket Internet.
The Law Office of Montaser Al-Mohammed works in association with Hogan Lovells, the firm is best known for its Islamic finance expertise. During the research period Mustafa Kamal joined the banking and finance team as a senior associate, Anthony Pallett and Andrew Tarbuck joined the capital markets team as partners, and Charles Fuller joined the corporate and M&A team as partner.
In capital markets the firm advised Islamic Corporation for the Development of the Private Sector as arranger on a sukuk (Islamic bond) offering by the Government of Côte d’Ivoire.