Agha & Shamsi

Saudi Arabia Practice

Agha & Shamsi has a network of dedicated lawyers in the Middle East, each of whom has experience in advising on significant and diverse projects. Our lawyers have represented sponsors and multi-laterals in some of the leading deals in the Kingdom of Saudi Arabia (see experience list below). Having lived in and worked on scores of world-class projects in Saudi Arabia, our lawyers bring a deep understanding of Saudi law and its consequent application in complex transactional structures.

Because Saudi Arabia has a highly developed legal system, it has become a leading destination for foreign investment. Our lawyers are well-versed in the nuances of Saudi law that enable clients to achieve commercially friendly yet compliant structures that are legally effective in Saudi Arabia. Saudi law, naturally, is subject to Shariah and our lawyers being well-versed in Shariah are experienced in the interface between Saudi law and Shariah precepts. The combined knowledge of Saudi law coupled with Shariah enables our lawyers to provide clients with greater clarity of the enforceability of documentation in Saudi courts and adjudicative fora. Our lawyers also have years of experience in liaising with Saudi regulatory authorities and this enables Agha & Shamsi to provide "realistic and commercially sound counsel that clients appreciate". Our commitment is to provide sound Saudi law advice, in a clear and coherent form, without any equivocation, and in a responsive time frame.

The firm's lawyers have experience in being lead lawyers on landmark deals in Saudi Arabia in energy (upstream, midstream, downstream, power (IWPPs)), utilities, telecoms, infrastructure, real estate, aviation, general manufacturing projects and construction. We have represented corporates, sponsors, governmental and quasi-governmental entities, lenders (previously), Islamic financiers, insurance companies (takaful operators) and Shariah compliant funds, amongst others.

In numerous international and domestic energy transactions we have analysed a broad range of legal issues, including those relating to conventional lending and Islamic finance, project finance, provision of security, inter-creditor arrangements, procurement, sovereign immunity, and contracting authority. We have negotiated and/or drafted financing documents, Islamic project financing tranche and novel Islamic fund agreements, inter-creditor and security agreements, project agreements (PPAs, construction and supply/off-take agreements), developed Islamic structures and documentation for takaful products, simple and complex joint venture agreements and ancillary documentation, distribution, franchise, intellectual property, agency agreements, and developed sharikat muhassa constructs (unique undisclosed principal Saudi law agreements), water, electricity and power purchase agreements, construction contracts, complex supply/off-take/marketing contracts and utility supply agreements, among others.

Agha & Shamsi operates through Saudi affiliations and provides world-class on-the-ground services in Saudi Arabia. Our affiliated lawyers in the region provide our clients with a wide range of expertise on a variety of legal matters, including, in addition to the aforementioned, real estate, energy, banking and finance, commercial transactions, companies law, insurance, Saudi government contracts, joint ventures, IPOs, licensing, agencies, taxation, trademarks and litigation.

Agha & Shamsi lawyers have experience on acting on the following representative and notable deals:

Saudi Arabian Project Finance & Islamic Finance

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 Shariah compliant structures fitting within a larger conventional financing (awarded Project Finance Deal of the Year 2006 by Euromoney/IFLR).
Counsel to the arranger in connection with advice on structuring the first ever sukuk for Saudi Basic Industries Corporation's (SABIC) approved by the Capital Market Authority in Saudi Arabia for an aggregate issue of SR3 billion (US$800 million, awarded 'Sukuk Deal of the Year' and 'Country Deal of the Year - Saudi Arabia 2006' by Islamic Finance News).
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 Islamic-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 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 major petrochemical sponsor, in connection with the first ever refinancing of several conventional finance loans into an Islamic ijara financing arrangement.
Counsel to a major Saudi corporation in relation to a murabaha facility to finance the construction of a hotel.
Lead Saudi law counsel to a leading Islamic leasing company in Saudi Arabia in connection with structuring sukuk-al-ijara.
Lead Saudi law counsel to multilaterals in connection with structuring, documenting and negotiating an integrated conventional and Islamic ijara financing of a petrochemicals complex.
Counsel to a major Saudi insurance company in relation to the issuance of SR 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 the offtaker, the Water and Electricity Company "WEC" and its shareholders, Saline Water Conversion Corporation and Saudi Electricity Company in relation to the Shuqaiq IWPP.
Advising a finance house on the Islamic ijara financing of equipment for a hospital.
Advising 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).
Advising the lenders on the SR1.5 billion reverse-murabaha (tawarruq) of an infrastructure project.
Counsel to a major Saudi corporation in relation to a murabaha facility to finance the construction of a hotel.
Advising a lender on the Etisalat murabaha structure involving the pre-sale of mobile phone airtime.
Counsel to a major Saudi corporation in connection with the financing of two petrochemical plants.
Lead Saudi law counsel to a joint venture in relation to its tender for the cargo business of Saudi Arabian Airlines.
Counsel to a Saudi petrochemical company in connection with the proposed development and financing of a US$10 billion petrochemical project.
Advising an ECA and other prospective lenders in connection with the proposed multi-billion project financing of a petrochemicals plant.
Advising one of the project sponsors in relation to the financing of a methanol plant.
Advising leading banks operating in Saudi Arabia on the financing of a butanediol project.
Advising leading banks operating in Saudi Arabia on the financing of a methanol project.
Advising lenders on a US$1.4 billion financing of an integrated acetyls complex.
Advising a major international defence contractor with regard to the drafting and implementation of its corporate ethics program.
Advising an aircraft lessor on the aviation laws of Saudi Arabia, with particular emphasis on the enforceability of security in the region.
Advising on the US$643 million financing of an extension to a power plant in Saudi Arabia.
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.
Advising major Saudi lenders re a non-recourse project financing of the Equestrian Club, a mixed-use development in Jeddah comprised of an exclusive social club, sports facilities, thalasso-balneo center, hotel, shopping mall, and marina.
Representing a consortium in bidding on Saudi Landbridge east-west rail project involving the construction of over 1,000 km of new-build rail on a 30-year BOT basis.
Representing a major U.S. energy corporation in respect of the oil refinery project in Yanbu, Saudi Arabia.
Counsel in relation to 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).

Saudi Arabian Corporate, Commercial & Joint Venture (JVs) Experience

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 Saudi Arabia (for example, by way of distribution agreement, partnership, joint venture or establishing a corporate presence in the region).
The licenses, permissions and approvals required to operate within Saudi Arabia.
The appropriate corporate vehicles for the client's business requirements.
The requirements to recruit Saudi nationals and the immigration issues to be addressed in order to bring staff from outside of Saudi Arabia.
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 a major international telecommunications company in connection with its successful bid for a second fixed phone license in Saudi Arabia, including advising in relation to the incorporation of a Saudi subsidiary and the documentation detailing the terms of a joint venture with its Saudi partners.
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 a number of 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.
Acting as lead counsel in the incorporation and IPO of three major insurance firms in the Saudi Arabia.
Advising International Finance Corporation (IFC) on the privatisation of the Hajj Terminal Project at King Abdulaziz International Airport.

Saudi Arabian Funds & Capital Markets Experience

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 SR3 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 SR500 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.

For further information regarding any transactions that we have been involved in or for further information relating to our experience in Saudi Arabia, please contact Agha & Shamsi's managing partner, Oliver Agha.