Lawyers

EDUCATION

• 1985  University of London, School of Oriental and African Studies, Bachelor of Arts
• 1987  City University, London, Diploma in Law
• 1990  Fordham University, Master of Laws

ADMISSIONS AND QUALIFICATIONS 

    

• 1993  Admitted, New York State Bar

CITIZENSHIP

• Kingdom of Saudi Arabia

PUBLICATIONS AND SPEECHES

• “Reforming Saudi Utilities” MENA Guide 2004.
• “Great Expectation of the Saudi Arabian Capital Market” Global Banking and Financial Policy Review 2005.
• “Public mergers and acquisitions in Saudi Arabia: overview” PLC M&A multijurisdictional guide.

 

EXPERIENCE AND REPRESENTATIVE MATTERS

• Advised Sadara and Dow on the issuance of a US$2 billion sukuk as part of the financing for the development of one of the world’s largest integrated performance chemicals and plastics complexes, at an estimated total cost of US$19.3 billion. In addition to the 26 plants forming part of the project, there were two joint ventures and three “over the fence” projects adjoining the Sadara complex. Took the lead on Saudi legal aspects of the issuance. This is only the second project sukuk to be issued in Saudi Arabia and the largest sukuk overall. The Sadara project set a global precedent of issuing the project sukuk (project bond) before the main financing and not as replacement debt. Continues to provide expert advice on an ongoing basis to ensure compliance with the Saudi Arabian Capital Markets law and Listing requirements. Carries out follow-up work such as security registrations for the pledged assets, capital increase, HR related matters and additional major project documents.
• Advised Mosaic for the development, construction, operation and maintenance of a phosphate mining project with Ma’aden and SABIC in Saudi Arabia currently valued at over SAR26 billion. 
• Advised Menacom Group in connection with its presence in Saudi Arabia including: (a) the restructuring of its business structure which included the transfer of assets, (b) tax liabilities, and (c) various claims by and against the Group.
• Advised Arrow Juice Factory for Bottling & Production Co Ltd concerning a legal due diligence of Emad Bakeries Company in aid of an acquisition.
• Advised Kellogg Brown & Root in the re-organisation of its Saudi Arabian operations, including the buy-out of a joint venture partner.
• Advised an international mining company with its joint venture with a locally listed mining company. The transaction includes transfer of assets and establishment of a holding company. We are assisting our client across multiple activities including structuring phase, advising and negotiating transaction agreements and conducting due diligence on the assets. 
• Represented Datix Limited in connection with the establishment of a local entity and reorganisation and transfer of assets from its previous agent in Saudi Arabia.
• Advised Cinepolis in connection with a joint venture between Shellsburg S.L.U. (part of Cinepolis), Investment Trading Group LLC and Al Hokair Group LLC, relating to the establishment of a Saudi Arabian limited liability company (“JVCo”) to design, establish and operate cinema theatres in Saudi Arabia
• Advised The National Commercial Bank (“NCB”) on the private placement of a US$1.35 billion Tier II sukuk issuance. It was the largest ever subordinated debt instrument issued by a financial institution in the Middle East and North Africa (MENA) region. Acted as counsel to NCB and advised on the offering documents, all the sukuk and transaction documents, as well as regulatory approvals. The sukuk issuance was 2.1 times oversubscribed exceeding the initial target issuance size.
• Advised NCB on the private placement of a SR1 billion Tier I sukuk issuance that was issued on the 22nd of June 2015. This was the first Basle III compliant Tier I capital sukuk to be issued by a Saudi Arabian Bank. This issuance required aligning the sharia structure with the SAMA approved Basle III requirements. Acted as Saudi Arabian counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, the Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. 
• Advised NCB on the private placement of a SR2 billion Tier I sukuk issuance issued on the 15th of July 2015. Acted as Saudi Arabian counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. 
• Advised NCB on the private placement of a SR2.7 billion Tier I sukuk issuance issued on the 23rd of December 2015. Acted as Saudi Arabian counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. This structure required advice on the Investment Fund Regulations, in addition to the Offer of Securities Regulation and Capital Market Law. 
• Advised a Saudi Arabian bank in connection with its Euro Medium Term Note issuance including advice on the offering document, Operating and Administrative Procedures memorandum, Programme Agreement, Agency Agreement and regulatory and corporate approvals. 
• Advised Bank of America Merrill Lynch on Saudi Arabian law aspects of their Note, Warrant and Certificate Programme including advice on offering documents, swap agreement, investor registration letter and regulatory approvals. 
• Advised a Saudi Arabian company in connection with its sukuk to be listed in Bahrain, together with an exempt offering in Saudi Arabia.
• Advised a Saudi Arabian public listed company in connection with structuring a convertible sukuk and regulatory changes required to affect the structure, the first such transaction in Saudi Arabia.
• Advised a Saudi Arabian financial institution in connection with a Tier I capital sukuk issuance, including advice on sukuk and offering documents.
• Advised the issuer in an initial public offering of 20% of the share capital of the first Saudi Arabian private sector telecommunications operator, the Etisalat Consortium. This was the first IPO under the new Capital Market Regulation. The issue was 51 times oversubscribed, at a value of US$13.6 billion.
• Advised Zain Saudi Arabia, the Kingdom’s third GSM operator, in respect to its recent IPO of 50% of its share capital. Advised Tokio Marine & Nichido (Saudi Arabia) Ltd. in connection with an initial public offering of 30% of its share capital as part of its licensing and incorporation pursuant to the Control of Cooperative Insurance Companies Regulation of 2003.
• Advised the Royal & Sun Alliance affiliate Al Alamiya Insurance Co. in connection with the initial public offering of 30% of its share capital as part of its licensing and incorporation pursuant to the Control of Cooperative Insurance Companies Regulation of 2003.
• Advised the Al Khozama Management Company (owner of the landmark Faisaliah complex in Riyadh) in filing for an initial public offering of 49% of the share capital of a real estate and property development company. The IPO filing was subsequently converted to a private placement. Advised in connection with restructuring its business, establishing a joint stock company conducting the first private placement approved by the CMA.
• Advised on the proposed IPO of an economic city, including the offering of 30% of its shares through an initial public offering. 
• Acted as counsel to the issuer in the initial public offering of 50% of the share capital of the third Saudi Arabian telecommunications operator, Zain.
• Acted as counsel in connection with the establishment of a Saudi Arabian Joint Stock Company and the IPO of an affiliate of a leading British health insurance company under the new Saudi Arabian insurance legislation.
• Advised Joint Lead Managers in connection with an exempt offering of shares under the Saudi Arabian Offers of Securities Regulations.
• Acted as counsel in connection with the establishment of a Saudi Arabian joint stock company in the bio-medical sector.
• Advised JBIC and other lenders on the Shoaibah IWPP and provided advice on structuring a Project Company for a possible IPO.
• Advised ING U.S., Inc, with respect to a proposed global initial public offering of shares of the common stock of ING U.S., Inc. and particularly with respect to the restrictions placed upon shares in Saudi Arabia on a private placement basis to institutional investors and/or high net worth individuals.
• Advised Morgan Stanley (Global Capital Markets, “MS-GCM”) in connection with Islamic financed arrangements between MS-GCM and Morgan Stanley Saudi Arabia for its underwriting commitments in respect of an offering on the Saudi Stock Exchange.
• Advised a consortium of US joint book-runners in connection with marketing and sale of Visa Inc. shares in Saudi Arabia.
• Advised a Saudi Arabian pharmaceutical and healthcare company in connection with an exempt offer of its shares under the Capital Market Regulation.
• Advised an international financial institution on Saudi law issues relating to the private placement of an Islamic Real Estate Fund.
• Advised a Swiss bank on Saudi Arabian regulatory requirements in connection with conducting securities activities in KSA under the Capital Market Regulations.
• Advised an American bank in connection with GMRA and ISDA OTC derivatives.
• Advised a German bank in connection with a private placement in Saudi Arabia under the Capital Market Regulation.
• Advised a US based investment advisor on any restrictions or conditions in connection with providing investment advice in Saudi Arabia.
• Advised a Saudi financial institution in the structuring and formation of an Islamic equity fund.
• Advised a Dutch bank on any restrictions or conditions in connection with marketing principal protected zero coupons in Saudi Arabia.
• Advised an American bank in relation to debt and equity capital markets, collective investment schemes, as well as general securities advice under the Capital Market Regulations.
• Advised an international investment bank in connection with capital market regulations including the Capital Market law and Authorized Persons Regulations. 
• Provided regulatory advice to Goldman Sachs International in relation to capital market regulation as well as advice on structuring the transaction and providing a legal opinion.
• Advised in connection with the first successful challenge to a resolution by the Saudi Arabian Capital Market Authority (CMA) under the Capital Market Regulation of 2003 and the Market Conduct Regulation 2004. The Committee for the Resolution of Securities Disputes accepted our plea that the CMA's action was unfounded, and accordingly set aside the CMA's decision.
• Advised Merrill Lynch International, acting as an issuer, in connection to a purchase and distribution agreement with NCB capital on structured products and notes and advised in relation to Islamic finance issues.
• Advised a US registered securities broker dealer and its European affiliate in connection with the electronic trading of debt securities.
• Advised an arranger, dealer and underwriter in relation to offering and marketing of securities related products in Saudi Arabia. 
• Advised an issuer in connection with a private placement of its shares to institutional investors under the Capital Market regime.
• Advised Bank of America Corporation in connection with Saudi Arabian securities law issues related to its proposed acquisition of Merrill Lynch & Co.
• Advised Solyndra Inc. in connection with a securities offering by Solyndra through their placement agent-Goldman Sachs to the PIF.
• Advised Goldman Sachs in connection with the marketing and sale of its promissory notes to be issued in Saudi Arabia.
• Advised a European investment bank in connection with a sailing placement of debt instruments and structured products.
• Advised Kohlberg Kravis Roberts & Co. in connection with marketing and sale of securities on a private placement basis.
• Advised a Saudi Arabian listed company in connection with proceedings relating to alleged breaches of Saudi Arabian securities legislation before the Capital Market Authority Board and the Committee for Settlement of Securities Disputes.
• Advised a global investment banking and securities firm in connection with the establishment of its affiliate under the Authorised Persons Regulations.