Middle East

Capital Markets

Sullivan & Cromwell’s recent Middle East capital markets matters includes:

• Citigroup’s $7.5 billion private placement of deferred-equity capital securities, which are mandatorily convertible into common stock, to the Abu Dhabi Investment Authority.
• Banque Marocaine du Commerce Extérieur’s $50 million Rule 144A equity offering, in which S&C acted as U.S. counsel to the underwriters.
• Kuwait Petroleum’s $1.14 billion SEC-registered IPO of a portion of its holdings of Santa Fe International and the subsequent $1.19 billion SEC-registered offering, in which S&C acted as counsel to the underwriters.
• Egyptian Ministry of Economy’s revisions to the Capital Market Law and related regulations, in consultation with the minister, the chairman of the Capital Markets Authority and the chairman of the Stock Exchange.

At the request of the minister, S&C prepared and submitted a draft of a comprehensive new Capital Market Law.

• MISR’s $131 million Rule 144A equity offering, in which S&C acted as U.S. counsel.
• IFC’s offering of 1 billion Moroccan dirham-denominated bonds on the Casablanca Stock Exchange, in which S&C acted as U.S. counsel to the financial adviser and standby purchaser.

This was the first offering of bonds by a supranational issuer in a local African market.

M&A and Joint Ventures

Recent highlights of Sullivan & Cromwell’s Middle East M&A and joint venture work include representing:

• Teva Pharmaceutical in its $40.5 billion acquisition of Allergan Generics and its $50.5 billion unsolicited proposal for Mylan, later terminated.
• Goldman Sachs, in its strategic cooperation arrangements with, and equity investment in, NCB Capital, the investment banking subsidiary of the National Commercial Bank of Saudi Arabia.
• Abu Dhabi Future Energy, in its investment in WinWinD Oy, a wind turbines manufacturer.
• AT&T, in connection with a mobile license bid in Qatar and in a confidential matter in the Gulf.
• BP, as global coordinating counsel, in the $7 billion sale of its upstream assets in the United States, Canada and Egypt to Apache.
• a financial institution, in a confidential joint venture arrangement in Saudi Arabia.
• Mubadala Development, on European Commission competition matters, in its $8 billion commercial finance joint venture with General Electric.
• DP World, in its sale of 100 percent of the outstanding stock of P&O Ports North America and PORTS Insurance to AIG Global Investment Group’s infrastructure fund.
• DP World, in the acquisition of the international terminals and port logistics business, primarily located in Hong Kong, China and Korea, from CSX.
• an oil company controlled by a leading Saudi merchant family, in several M&A transactions.
• a major Egyptian company, in connection with a multibillion-dollar merger and another Egyptian company in connection with a multibillion-dollar acquisition.
• an Egyptian company, on the restructuring of a significant joint venture.

Project Development & Finance

Sullivan & Cromwell’s recent Middle East oil and gas projects experience includes working on projects such as:

• Dolphin Energy Project (Arabian Gulf). S&C represented the lenders and underwriters of the $4.14 billion refinancing, including a $1.25 billion project bond, for the Dolphin Energy project. The project produces gas from the North Field in Qatar, the world’s largest nonassociated gas field, and then transports and sells the gas to customers in Dubai, Abu Dhabi and Oman.

The project is the Middle East’s largest cross-border gas project. The financing signaled the re-opening of the project bond market for the region. The project was recognized by Infrastructure Journal as “Oil & Gas Deal of the Year” and by Project Finance and Project Finance International as “Middle East Oil & Gas Deal of the Year.”

• Yemen LNG Project (Yemen). S&C represented Yemen LNG on the $4.8 billion upstream, pipeline and two train LNG liquefaction project. YLNG’s shareholders are direct or indirect subsidiaries of Total, Hunt Oil, SK, Hyundai, Kogas, Yemen Gas and Yemen’s pension fund, GASSP.

The project, which closed despite the lack of precedent in Yemeni law for complex project financings and the challenging global credit markets, is the first large-scale international project financing in Yemen. The project was recognized by  Infrastructure Journal as “Global Deal of the Year” and “Oil & Gas Deal of the Year” and by Project Finance and Project Finance International as “Middle East Oil & Gas Deal of the Year”.

• Dolphin Pipeline Project (Arabian Gulf). S&C represented Occidental Petroleum in the Dolphin gas pipeline project in the Arabian Gulf, including advice on the more than $1 billion Islamic financing.
• Al-Khaleej Gas (AKG-1) Project (Qatar/Kuwait). S&C represented ExxonMobil as sponsor/developer of the gas pipeline designed to transport significant quantities of gas from Qatar’s North Field to Kuwait.
• Saudi Gas Initiative (Saudi Arabia). S&C represented one of the sponsors in one of three core gas ventures in Saudi Arabia.
• Egypt and Qatar Petrochemical Projects. S&C represented the sponsor in the structuring of confidential petrochemical projects in Egypt and Qatar.
• Saudi Telecom (Saudi Arabia). S&C represented JP Morgan as financial adviser to Saudi Telecom and the Kingdom of Saudi Arabia in connection with the privatization of Saudi Telecom.

S&C’s recent Middle East mining and metals projects experience includes working on projects such as:

• Emirates Aluminium (United Arab Emirates). S&C has represented Emirates Aluminium PJSC (EMAL), equally owned by sponsors Dubai Aluminium and Mubadala Development, since 2006 in respect of the financing of the first and second phases of the aluminium smelter project at the Khalifa Port and Industrial Zone in Abu Dhabi, United Arab Emirates. Financing has included a $4.875 billion limited recourse bank/ECA financing, including a $2.8 billion equity bridge loan in 2007, a $737 million ECA financing for the development of Phase I in 2010, and a $4.5 billion project financing for the Phase II expansion in 2013.

The project is the first large-scale industrial project between Abu Dhabi and Dubai and the largest single-site smelters in the world.

• Sohar Smelter (Oman). S&C represented Alcan in the Sohar smelter and power project in Oman.