• Common Lenders’ lead Saudi law counsel to, inter alia, JBIC, conventional and Islamic lenders for Petro-Rabigh, in connection with a US$ 8.5 billion refinery and petrochemical project at Rabigh including advice on structuring/devising novel Shari’ah-compliant structures fitting within a larger conventional financing (awarded Project Finance Deal of the Year 2006 by Euromoney/IFLR)
• Advising multilateral lenders in connection with structuring, documentation and negotiating the (US$ 5 billion) Yansab (SABIC) petrochemicals in Saudi Arabia (awarded Petrochemicals Deal of the Year 2006 by Euromoney Magazine Middle East) featuring the largest ever Islamic financing (US$ 847 million) in any multi-sourced project financing globally
• Lead Saudi law counsel to the sponsors on the US$ 526 million polypropylene Al-Waha project in Saudi Arabia advising on structuring, negotiating and documenting the first Greenfield project to be wholly Shari’ah financed on a novel co-purchase arrangement structure and without any commercial bank debt (awarded Middle East Islamic Deal of the Year 2006 by the Project Finance Magazine and Project Finance of the Year by Islamic Finance News)
• Lead Counsel to Noor Islamic Bank, arranger and Islamic lender, in a US$ 115 million Shari’ah-compliant syndicated ijara facility including advice on the structuring, documentation and negotiation of the transaction documents
• Advising a major petrochemical sponsor in connection with the first ever refinancing of several conventional finance loans into Islamic ijara financing arrangements in the Kingdom of Saudi Arabia
• Advising lenders on the US$ 1.5 billion reverse-murabaha (tawarruq) variant financing of an infrastructure project
• Devising an innovative structure and document product structure for an Islamic ‘debt’ equivalent financing based on a musharaka/murabaha variant
• Advising a major UAE bank on developing a novel Islamic project financing working capital facility
• Advising various international banks, such as DnB Nor (Norway), on Islamic financing arrangements, and others on diminishing musharaka aviation financing structures
• Lead Saudi law counsel to Saudi banks in advising on structuring, documenting and negotiating novel Islamic financing structures in Saudi Arabia, including sukuk-al-ijara and sukuk-al-mudaraba
• Lead Saudi law counsel to a leading Islamic leasing company in Saudi Arabia in connection with structuring sukuk-al-ijara
• Counsel to a Saudi bank on a proposed SAR 7.5 billion sukuk issuance for an independent power plant project
• Advising a major Saudi corporate in connection with a US$ 500 million sukuk-al-ijara financing of the construction of a shopping centre
• Counsel to a major Saudi insurance company in relation to the issuance of SAR 500 million sukuk-al-wakala for a project
• Lead Saudi law counsel to multilaterals in connection with structuring, documenting and negotiating an integrated conventional and Islamic ijara financing of a petrochemicals complex
• Lead Saudi law counsel to a large petrochemical sponsor, in connection with the refinancing of several conventional finance loans into an Islamic ijara financing arrangement
• Advising a finance house on the Islamic ijara financing of equipment for a hospital
• Advising the lenders on the SAR 1.5 billion reverse-murabaha (tawarruq) of an infrastructure project
• Counsel to a major Saudi corporate in relation to a murabaha facility to finance the construction of a hotel
• Advising a lender on a structure involving the pre-sale of mobile phone airtime in relation to a leading telecommunications company
• Working on a US$ 500 million limited recourse financing of a petrochemical plant in Al Jubail, Saudi Arabia (financing involved application of commodity-backed murabaha financing techniques in the context of multicurrency loan comprising several different facilities)
• Representing a Saudi Arabian real estate developer in regards to development, construction, and operation of several new three-star and five-star hotels and an office block in Saudi Arabia, including private placement and finance under an Islamic structure
• Representing a major Saudi Arabian bank in respect of two real estate development projects in Saudi Arabia financed under an Islamic structure
• International Counsel to a multilateral lender in structuring, negotiating and documenting a novel unconsummated Islamic financing investment in a Pakistani information technology provider, compliant under Pakistani and attendant Shari’ah law precepts
• Advising leading Islamic banks on structuring, documenting and negotiating novel Islamic financing structures including for sukuk al ijaras and sukuk al mudarabas

Sukuk, Funds and Capital Markets

• Counsel to the arranger in connection with advice on structuring the first ever sukuk for SABIC approved by the Capital Market Authority in Saudi Arabia for an aggregate issue of SAR 3 billion (US$ 800 million, awarded ‘Sukuk Deal of the Year’ and ‘Country Deal of the Year - Saudi Arabia 2006’ by Islamic Finance News)
• Informal advice to Her Majesty’s Government of Great Britain in relation to structuring the first sovereign sukuk
• Counsel to the issuer for a SAR 250,000,000 Sukuk for a company backed by Real Estate, Machinery & Vehicles from inception to closing
• Lead Saudi law counsel to Saudi banks in advising on structuring, documenting and negotiating novel Islamic financing structures in Saudi Arabia, including sukuk-al-ijara and sukuk-al-mudaraba
• Lead Saudi law counsel to a leading Islamic leasing company in Saudi Arabia in connection with structuring sukuk-al-ijara
• Advising a major Saudi corporate in connection with a US$500 million sukuk-al-ijara financing of the construction of a shopping centre
• Counsel to a major Saudi insurance company in relation to the issuance of SAR 500 million sukuk-al-wakala for a project
• Counsel to foreign investors in relation to structuring, developing and documenting a novel private real estate investment fund in Saudi Arabia
• Counsel to a GCC bank in relation to fund establishment in Saudi Arabia
• Counsel to international funders in relation to fund establishment and operation in Saudi Arabia
• Counsel to commercial banks in relation to provision of certain funds-related advisory and banking services in Saudi Arabia

General Islamic Finance Experience

• Advising ADCB on a Muradaba finance term facility
• Advising ADIB on novel Islamic working capital facility
• Preliminary advice to the Government of Malta on Islamic finance regulatory structures and legal constructs
• Present on Islamic Waqfs (Trusts) at a seminar AAOIFI conference and develop novel Islamic Waqf for leading Private Wealth management department of major UAE Bank
• Work closely with AAOIFI in counseling member governments on implementing regulatory frameworks for enabling Islamic finance in the country
• Advising various prominent UAE-based Islamic financiers in relation to financing disputes, including ijara and musharaka facilities, and foreclosure matters
• Advising a leading Islamic mortgage financier on its documentation, identifying Shari’ah and legal issues and proposing legal and Shari’ah fixes for the same
• Advising a leading Islamic mortgage financier on developing a strategy for its numerous Abu Dhabi ijara financings with customers and developers
• Advising a leading Islamic mortgage financier in a dispute with a customer in relation to a murabaha financing dispute relating to a land financing contract
• Serving as lead litigation counsel for major Islamic finance/foreclosure matter in Abu Dhabi for approximately AED 50 million
• Serving as lead counsel on various multi-million dirham disputes in the UAE, including before ADCCAC
• Advising Deutsche Gulf Finance, a Saudi based Islamic mortgage finance company, on Islamic finance transactional structures for innovative ijara, murabaha, mudaraba and musharaka variants, among other matters
• Advising Amlak Finance, the largest UAE Islamic finance mortgage finance company, on its ijara documentation and transactional structures, among other matters
• Advising the Islamic division of First Gulf Bank on complex Islamic transactional structures
• Advising a Saudi based mortgage finance company on Islamic finance matters related to mortgage structure and corporate organization
• Advising on structuring a US$ 300 million tranche of real-estate fund procuring distressed assets
• Consulting and advising AAOIFI on revisions to the AAOIFI standards
• Advising Amlak Finance PJSC on a wide variety of matters, including its ijara documentation
• Advising a large regional financial institution on complex reverse-commodity murabaha arrangements and risk issues
• Advising, structuring and documenting the conversion of a US$ 1 billion real estate fund into a Shari’ah-compliant fund
• Advising a major insurer in developing, structuring and documenting novel Islamic insurance (takaful) structures for worldwide product application.

Securitization

The Firms lawyers have been leaders in their field in advising clients on Islamic securitization from working on seminal sukuk structuring in the Kingdom of Saudi Arabia to working with leading mortgage financiers in structuring, documenting and negotiating constructs for the sale of leased portfolio assets and have also assisted leading institutions in restructuring with asset backed securities, mortgage backed securities and collateral debt obligations, and offered commercially responsive advice on issues such as:

• Advising Deutsche Gulf Finance, a Saudi based Islamic mortgage finance company, on a transaction with a leading Saudi entity involving the Shari’ah and legal structuring of securitization of leased assets, including mechanics of sale and legal protections and drafting and negotiation of relevant documentation, and liaison with and clearance from Shari'ah Board
• Advising Deutsche Gulf Finance, a Saudi based Islamic mortgage finance company, on a transaction with a portfolio seller of leased assets involving the Shari'ah and legal structuring of securitization of leased assets, including mechanics of sale and legal protections and drafting and negotiation of relevant documentation and liaison with and clearance from Shari’ah Board
• Advising leading Emirati mortgage financier on documentation relating to series of portfolio sale of leased asset transactions to entities
• Advising IFC in structuring, documenting and negotiating its first investment in emerging market mortgage-backed securities issued by a South Korean mortgage corporation (KoMoCo)
• Advising a consortium of multilateral and Japanese lenders in structuring and reviewing the documentation in connection with the re-structuring of a Korean project company facilitated through, inter alia, asset-backed securitisations
• Counsel to the arranger in connection with advice on structuring the first ever sukuk for SABIC approved by the Capital Market Authority in Saudi Arabia for an aggregate issue of SAR 3 billion (US$800 million), awarded 'Sukuk Deal of the Year' and 'Country Deal of the Year - Saudi Arabia 2006' by Islamic Finance News.
• Lead Saudi law counsel to Saudi banks in advising on structuring, documenting and negotiating novel Islamic financing structures in Saudi Arabia, including sukuk-al-ijara and sukuk-al-mudaraba
• Lead Saudi law counsel to a leading Islamic leasing company in Saudi Arabia in connection with structuring sukuk-al-ijara]
• Advising a major Saudi corporate in connection with a US$500 million sukuk-al-ijara financing of the construction of a shopping centre
• Counsel to a major Saudi insurance company in relation to the issuance of SAR 500 million sukuk-al-wakala for a project.

Corporate and Commercial

The Corporate and Commercial practice involves working on matters including but not limited to joint ventures, M&A, company restructuring, distribution/agency/franchise arrangements, due diligence and corporate governance.

Our lawyers are available to assist in each step of the process, offering practical and commercially responsive advice on issues such as:

• The appropriate structure for our clients to develop their business in the UAE, Saudi Arabia, Oman and Qatar (for example, by way of distribution agreement, partnership, joint venture or establishing a corporate presence in the region)
• The licenses, permissions and approvals required
• The appropriate corporate vehicles for the client's business requirements within the relevant jurisdiction
• The requirements to recruit Saudi/Emirati nationals and the immigration issues to be addressed in order to bring staff from outside of Saudi Arabia/United Arab Emirates
• Raising Islamic finance for corporate ventures.

Examples of the projects we have recently undertaken include:

• Representation of international consortia, energy companies (TOTAL), multi-laterals (JBIC), NCB in various joint ventures/shareholders agreements including in relation to award winning projects including Rabigh
• Representing the interests of a member of the Royal family in the establishment of a world-class general manufacturing production facility in Saudi Arabia including structuring, documenting and negotiating the JV agreement and project documents
• Representing a major Saudi corporate in a steel joint venture project including structuring, documenting and negotiating the joint venture agreement and ancillary documents
• Representing a major Saudi corporate in structuring, documenting and negotiating project contracts, including an EPC contract with a European construction company
• Advising on a joint venture (drafting of joint venture and ancillary documentation) between a leading Kuwaiti logistics company and Saudi conglomerate in relation to a bid to operate the cargo operations of Saudi Arabian airlines upon its privatization in early 2008
• Advising leading Saudi corporates on the terms of numerous Memoranda of Understanding in relation to joint venture projects, such as the development of a polyethylene film plant
• Advising a Saudi corporate in relation to a proposed joint venture with a UAE established Architectural & Engineering consulting, for the development of consulting business in Saudi Arabia and the GCC
• Acting for a major Saudi joint stock company in relation to its proposed IPO in 2008, including the preparation of its placing memorandum and an extensive legal review of its business lines and commercial contracts
• Advising one of the project sponsors in relation to the joint venture agreements, corporate structuring and documentation and matters in relation to the financing of a methanol plant
• Advising a leading international telecom operator in the establishment of a public joint stock company in Saudi Arabia
• Advising International Finance Corporation (IFC) on the privatisation of the Hajj Terminal Project at King Abdulaziz International Airport
• Advising KSA private equity investor in relation to multiple ‘design and build’ or ‘build only’ infrastructure and construction company/asset acquisitions, reviewing and reporting on all project documentation. Redrafting and amending existing documentation

For further information regarding any transactions that we have been involved in or for further information relating to our experience in Islamic Finance and in the Kingdom of Saudi Arabia, please contact Agha & Co's managing partner, Oliver Agha .