Khoshaim & Associates

Managing Partners: Zeyad S. Khoshaim

Number of partners: 5

Number of lawyers: 45+

Languages: Arabic, English, French, Russian, Spanish

Firm Overview:

K&A is a full-service Saudi Arabian transactional law firm with local depth and international reach. K&A delivers first class, efficient and integrated legal services. K&A’s principal goals are to provide the highest quality of legal services to its corporate clients to become an instrumental part in their success, and to elevate the practice of law in Saudi Arabia by recruiting, retaining and advancing the brightest legal talent. K&A includes a team of veteran Saudi Arabian and internationally qualified lawyers who assist on a wide range of practice areas, including dispute resolution, arbitration and litigation, expert opinions, equity and debt capital markets, including IPOs, rights issues and sukuk, corporate and M&A, in addition to private and public mergers and acquisitions, joint ventures, foreign direct investment, anti-trust, and complex corporate restructurings, tax, financings and projects, Islamic finance transactions, PPP, and bankruptcy.

Main Areas of Practice:

Corporate & Regulatory

3 Partners; 13 fee earners based in Saudi Arabia

■ Landmark transaction:Advised Taiba Investments Company on its SAR 3 billion share exchange transaction with Dur Hospitality Company, becoming the first such transaction involving two listed real estate and hospitality companies. Our work including structuring, drafting, negotiating, diligence, and capital markets regulatory matters.

■ we acted on the largest merger in Saudi Arabia (between SAMBA and NCB). The transaction was extremely challenging due to the complexity of the corporate structure of the two banks, the competition filings that had to be done, and the accelerated timetable for its execution.

■ Successfully advised Rajhi Steel and Rajhi Invest on a landmark exchange transaction involving Saudi Iron & Steel Company (Hadeed), SABIC and the Public Investment Fund (PIF), where Hadeed will acquire a 100% shareholding in Rajhi Steel from Rajhi Invest.

■ Saudi Arabian Oil Company (“Saudi Aramco”) on its joint venture with the Public Investment Fund (“PIF) and Baoshan Iron and Steel Company (“Baosteel”) to enable the development of the first steel plate production facility in Saudi Arabia.

■ Saudi Aramco on a joint venture with DHL Supply Chain (“DHL”),to enable the development of a new procurement and logistics hub in Saudi Arabia.

■ Advising Taiba Investment Company on a dual acquisition of Savola Group’s shares in Knowledge Economic City Company (a listed joint stock company) and Knowledge Economic City Developers Company (a limited liability company). K&A’s work included a full spectrum of legal services, including structuring the deal, drafting the relevant transaction documents, and providing other regulatory advice.

■ Advised Ministry of Economy and Planning on merging the Public Pension Agency (PPA) into the General Organization of Social Insurance (GOSI), in restructuring GOSI & PPA subsidiaries, and in drafting and preparing the relevant draft laws and regulations.

■ Saudi Industrial Investment Group (SIIG) on its acquisition of National Petrochemical Company (Petrochem) – the first deal involving a listed company engaging in a share swap with a company it owns.

■ Successfully advised NEOM to establish a US$10 Billion Logistics Joint Venture with DSV, the pioneer in ground, sea and air logistics services.

■ Advised Ministry of Finance in relation to drafting the regulations for preparing and implementing the public budget.

■ K&A advised NEOM in respect of its joint venture with Volocopter, is a German aircraft manufacturer specializes in the design of electric multirotor helicopters in the form of personal air vehicles, designed for air taxi use.

■ K&A advised NEOM, the smart city development, on its joint venture with MBC Initiatives to create the first AAA video gaming project in the Middle East as part of KSA’s Vision 2030 strategy.

■ K&A advised Dussur on an acquisition and a joint venture with Baker Hughes, under which both Dussur and Baker Hughes will come to own in a joint venture company that provides oilfield and industrial chemical products and services in Saudi Arabia.

■ K&A advised on the largest M&A transaction in KSA history. K&A advised the Saudi Arabian Basic Industries Corporation (SABIC) in relation to the acquisition by the Saudi Arabian Oil Company (Saudi Aramco) of 70% of its shares from the Public Investment Fund (PIF), a landmark transaction worth USD 69.1 billion.

■ K&A advised NEOM on its joint venture with Fas Energy to create, develop and operate data centres in the new city.

■ K&A advised the State Properties General Authority in relation to drafting the implementing regulations of the new State Property Rental Law.

■ K&A advised Emaar, the Economic City on the Economic Cities and Special Zones Authority establishment, including interaction with the base economy issues;

■ K&A advised Saudi International Petrochemical Company (SIPCHEM), a major listed petrochemical company, on its business merger with Sahara Petrochemical Company (SAHARA), the Kingdom’s first transaction of this kind.

■ K&A advised Saudi Investment Recycling Company (SIRC), a PIF subsidiary on it’s acquisition of 60% of Saudi DAZ (located in Jubail) and Solid Waste Recycling Factory.

■ K&A advised Sanabil with in respect of its sale of shares in Virgin Mobile Saudi Consortium – a MNVO operator - to Priora ltd.

■ K&A advised The National Agricultural Development Company (NADEC) on its US$570 million acquisition of the Second Milling Company, which is ultimately owned by the PIF.

■ K&A advised Saudi Arabian Oil Company (Saudi Aramco), as a purchaser, on its acquisition of Ta’shelat Marketing Company (the entity owning and operating the chain of Sahel and Sahel Mart fuel and service stations) and Sahel Transportation Company (a fuel transportation company).

■ K&A advised Sanabil in relation to their $40 M Series A investment in Classera, US-based education technology start-up.

■ K&A advised Sanabil, an investment arm of the PIF, on its investment in Unifonic as part of a US$125 million Series B funding round by Softbank and Sanabil.

■ K&A advised AMC Theaters on the establishment of a joint venture with PIF company, SEVEN, to become the first cinema chain in Saudi Arabia.

Key Clients: Saudi Arabian Oil Company (Saudi Aramco), NEOM Company, Public Investment Fund, Emaar Economic City, Saudi Arabian Investment Company (Sanabil), Saudi Arabian Industrial Investments Company (Dussur), Saudi International Petrochemical Company (SIPCHEM), Saudi Arabian Basic Industries Corporation (SABIC), Saudi Aramco Total Refining and Petrochemicals Company, Tatweer Buildings Company, Hassana Investment Company (Hassana), American Multi-Cinema, Inc. (AMC Theatres), ACWA Power, Ministry of Economy and Planning

Contact: Zeyad Khoshaim

Tel: +966 11 461 8700

Email: [email protected]

Projects & Finance

2 Partner, 6 fee earners based in Saudi Arabia

■ Landmark Transaction: Successfully advised lenders, financiers and/or export credit agencies (the Lenders) to complete the financial close of the groundbreaking 8.4 billion The NEOM Green Hydrogen Project, an equal joint venture by NEOM Company, ACWA Power, and Air Products.

■ Successfully advised JP Morgan, and the managers on the $1.5 billion first-of-a-kind project sukuk issuance by TMS Issuer S.à r.l (“TMS”) (as part of a total $4.5 billion issuance, together with GreenSaif Pipelines BidCo S.à r.l (“GreenSaif”)) for the refinancing of bridge facility entered into in connection with GreenSaif’s acquisition of a minority stake in Aramco Gas Pipelines Company, a subsidiary of Saudi Arabian Oil Company (“Saudi Aramco”).

■ Advising Gulf International Bank – Saudi Arabia in respect of a financing of up to SAR 1.081 billion for the acquisition, development, financing, construction, ownership, operation, and maintenance of a luxury hotel located on Shaura Island of the Red Sea, Kingdom of Saudi Arabia, with Red Sea Global and Al Mutlaq Real Estate Investment Company as sponsors.

■ Advising BSF and Al Rajhi Bank on financing for the Red Sea Gateway Terminal (SAR1.67bln) in connection with expansion at the Jeddah Islamic Port under a 30-year concession agreement with Saudi Arabian Ports Authority (Mawani)/

■ Al Rajhi Bank in relation to a financing for the development of the Jawharat Jeddah Mall under a real estate fund managed by Riyad Capital, with Arabian Centers Company as the investor. (Completed)

■ Mandated Lead Arrangers on the sponsored financing for The Red Sea Development Company and The Red Sea Real Estate Company I (TRSDC) for Phase One of the Red Sea Project in Saudi Arabia

■ Advising Riyad Bank and other participating banks on an Islamic term financing of up to SAR 5.6 billion (US$1.5 billion) to Shomoul Mall Commercial Company (SPC) for the development of The Avenues Mall in Riyadh.

■ Advising Banque Saudi Fransi and Riyad Bank on the refinancing of the project financing and debt financing for the acquisition of Jubail Energy Services Company (JESCO) by ArcelorMittal Tubular Products Jubail (AMTPJ)

■ Advising The General Authority for Small and Medium Enterprises (Monshaat) on the setting up of a new Small and Medium Enterprises Bank (SME Bank) under the Saudi National Development Fund.

■ AdvisingSaudi Electricity Company in respect of an Export Credit Facility of up to USD 500 million

■ Advised the Saudi Electricity Company (SEC) on a syndicated Murabaha facility agreement with a number of local banks for a total value of SAR 9 billion for seven years.

■ Advised Saline Water Conversion Corporation (SWCC), a Saudi government corporation that operates desalinization plants and power stations in Saudi Arabia, on its private sector financing to develop more efficient desalination plants

■ Advising on the Ijara lease financing for the Saudi National Company of Aviation (SNCA), in relation to 8 (Diamond Aircraft) aircraft. Financing is in relation to one of the first batch of aircraft that SNCA is acquiring, as it grows its fleet.

■ Advising the King Fahd Causeway Authority in its selection and contracting of a consortium to assist the King Fahd Causeway Authority in connection with the construction and development of second causeway connecting the Kingdom of Saudi Arabia and the Kingdom of Bahrain.

■ Advising Tatweer Construction Company in connection with the first public private partnership in the Kingdom of Saudi Arabia. This project relates to the construction and operation by a private sector investor of 60 schools in Mecca and Jeddah.

■ Advising Saudi Arabian Ministry of Health on the Pilot Radiology PPP project

■ Advising Saudi Arabian Oil Company (Saudi Aramco), on the development of several complex projects in the Kingdom of Saudi Arabia.

■ Advising Emaar Economic City on its US$30m lease agreement with Nasdaq-listed electric car company Lucid.

■ Advising The Saudi Government on a PPP project with Algonquin College on the Jazan College of Technology in Saudi Arabia.

■ Advising Saudi Arabian Oil Company (Saudi Aramco), in relation to the King Salman Global Maritime Industries Complex and King Salman Energy Park

■ Advising The sponsors and project company on a SAR 1.8bn financing for building and operating a 3,000 tons/year high purity solar grade polysilicon plant in Jubail Industrial City, Saudi Arabia

■ Advised on financing for Saudi Kayan Petrochemical Company Key Clients: Banque Saud Fransi, Riyad Bank, Al Rajhi Bank, The Saudi British Bank, Saudi Aramco, Saudi Electricity Company, Saline Water Conversion Corporation, Arab National Bank, Samba Financial Group, Tamweel AlOula, Tatweer Construction Company, The General Authority for Small and Medium Enterprises (Monshaat), Ma'aden

Contact: Zeyad Khoshaim

Tel: +966 11 461 8700

Email: [email protected]

Capital Markets

1 Partners, 10 fee earners based in Saudi Arabia

■ Landmark deal: Samba Financial Group on its mega merger with the National Commercial Bank to create Saudi Arabia’s largest bank.

■ Successfully advised Luberef as issuer counsel on its SAR 4.95 billion IPO and Listing on the Saudi Exchange. Luberef’s IPO is considered a heavy and quality addition to the Saudi Exchange, as it is one of the largest IPOs in KSA history. The IPO also included offering to international investors under Regulation S.

■Successfully advised Saudi Aramco in relation to Marafiq IPO as a shareholder. The offering was oversubscribed by 59 times and generated an order book of SAR 197 billion ($52.50 billion).

■ Advised NatWest Markets N.V., the Royal Bank of Scotland Group plc, NLFI, and Banco Santander, S.A. in connection with the merger between SABB and Alawwal.

■ Advised Saudi Aramco in connection with its landmark IPO on all matters involving compliance and CMA regulatory issues. We advised on matters involving applicability of listing and offering rules, prospectus liability, conflict of interest, related party transactions, and disclosure.

■ Successfully advised Riyad Capital as sole joint lead Petro Rabigh, which produces and markets hydrocarbon and petrochemicals, on its US$2.12 billion rights issue, the second highest ever in the Saudi Arabian market.

■ Successfully advised the financial advisors, bookrunners, underwriters and lead manager on the dual and concurrent initial public offering (IPO) and listing of Americana Restaurants PLC on the main market of the Saudi Exchange in the Kingdom of Saudi Arabia and Abu Dhabi Securities Exchange in the United Arab Emirates.

■ Successfully advised Saudi Real Estate Company (Al-Akaria), the oldest real estate company in KSA, on its capital increase by way of a rights issue – the proceeds will enable Al-Akaria to invest in the development of Riyadh’s growing infrastructure projects.

■ Successfully advised financial advisors and underwriters on NADEC's SAR 2 billion capital increase by way of a rights issue.

■ Successfully advised a large sovereign wealth fund on their Inaugural $3.5 Billion International Sukuk Issue

■ JP Morgan Securities PLC and the managers in connection with the set-up of a Medium Term Note Programme (the proposed “MTN Programme”) and a drawdown of notes under the programme pursuant to Rule 144A / Regulation S. The notes to be drawn under the programme will be secured by security governed by the laws of Luxembourg and Saudi Arabia.

■ Advised the financial advisors, bookrunners, underwriters and lead manager on the dual and concurrent initial public offering (IPO) and listing of Americana Restaurants PLC on the main market of the Saudi Exchange in the Kingdom of Saudi Arabia and Abu Dhabi Securities Exchange in the United Arab Emirates.

■ Al Rajhi Bank in connection with a public offer domestic Tier 1 sukuk issuance programme.

■ Standard Chartered Bank on Dar Al-Arkan sukuk programme.

■ Almarai Company in connection with the update of their USD sukuk Programme.

■ Aljazira Capital on the establishment a domestic SAR-denominated Tier 1 Sukuk issuance programme by way of private placement in the Kingdom of Saudi Arabia for Bank Aljazira.

■ Advised Saudi Industrial Investment Group (SIIG) on its acquisition of National Petrochemical Company (Petrochem) – the first deal involving a listed company engaging in a share swap with a company it owns. Our role is to structure, draft, and negotiate the deal, including engaging in discussions with all regulators, including the Saudi Arabian CMA, GAC, and Tadawul.

■ Advised Hassana Investment Company as a cornerstone investor in relation to the US$428-million IPO of Jahez International Company. Jahez was listed on the parallel market, Nomu, whereby Hassana acquired a 4.99% stake.

■ Advised HSBC Saudi Arabia in all matters relating to its work with Almunajem Foods’ offering of 30% of its shares, or 18 million, on Saudi stock exchange Tadawul.

■ Advised Sipchem, a major listed petrochemical company, on its business merger with Sahara, the Kingdom’s first transaction of this kind. The transaction was structured as a total share swap.

■ AdvisedAl Rajhi Bank on a mandate in relation to Publicly Offered Sukuk under SAR 10 billion Sukuk Programme.

■ Advised Saudi National Bank, the largest financial institution in KSA, on its Sukuk trust certificate focusing on sustainable initiatives as part of its updated euro medium term note (EMTN) programme

■ Advised HSBC in relation to a sukuk programme and issuance for the Arabian Drilling Company.

■ Advised HSBC on a new private placement sukuk issuance by Bahri, KSA’s national shipping carrier.

■ Advising Riyad Capital as sole arranger and dealer in relation to Riyad Bank’s establishment of its SAR 10 billion sukuk programme and issuance of sukuk thereunder

■ Advised HSBC Saudi Arabia as manager and Sukukholders’ Agent in relation to the issuance of SAR 1,000,000,000 SUKUK DUE 2026 by Savola Group company under its SAR 5,300,000,000 SUKUK Issuance Programme

■ Advised SAMBA Financial Group on their first establishment of its USD 5,000,000,000 Euro Medium Term Note Programme, and its offers of USD 1,000,000,000 2.75 Per cent. notes due 2024 and USD 500,000,000 2.900 Per Cent.

■ Advised HSBC as the dealer in relation to the establishment of the U.S $5,000,000,000 Trust Certificate Issuance Programme and then HSBC, JP Morgan Securities, Standard Chartered, Samba Capital & Investment Management, First Abu Dhabi Bank and KFH Capital Investment on the first offer thereunder of USD1,250,000,000 Sukuk Due 2029.

■ Advised the Kingdom of Saudi Arabia represented by the Ministry of Finance in relation to its offer U.S.$1,250,000,000 2.500 Per Cent. Notes Due 2027, U.S.$1,000,000,000 2.750 Per Cent. Notes Due 2032, And U.S.$2,750,000,000 3.750 Per Cent. Notes Due 2055 under its Global Medium-Term Note Programme.

■ Advised the Riyad Bank in relation to the establishment of its U.S.$3,000,000,000 Trust Certificate Issuance Programme and the first offer thereunder of USD 1,500,000,000 fixed rate reset tier 2 certificates due 2030 thereunder.

■ Advised the Kingdom of Saudi Arabia represented by the Ministry of Finance in relation to its offer of U.S.$2,500,000,000 2.969 Per Cent. Trust Certificates Due 2029 under The Trust Certificate Issuance Programme.

Key Clients: NatWEest Markets NV (formerly RBS), Saudi Aramco, SIPCHEM, SABIC, HSBC Saudi Arabia, Ministry of Finance, The Saudi National Bank, Riyad Bank, Al Rajhi Bank, Saudi Real Estate Company (Al-Akaria),Petro Rabigh, Saudi Industrial Investment Group, Hassana Investment Company, Morgan Stanley, J.P. Morgan, NADEC, Taiba Investments Company

Contact: Zeyad Khoshaim

Tel: +966 11 461 8700

Email: [email protected]

Dispute Resolution

1 Partners, 7 fee earners based in Saudi Arabia

■ Assisting a large insurance company based in UAE (the claimant) on Saudi Arabian law expert advice in relation to DIFC-LCIA arbitration proceedings against the respondent (a former executive of a telecommunications provider based in the KSA) with regards to an Arbitration concerns a claim for indemnity made by the Respondent under a directors’ and officers’ liability insurance policy.

■ Successfully representing one of the largest companies in the world in an aircraft maintenance contract dispute through arbitration.

■ K&A successfully defended Alinma and HSBC/SABB as independent Saudi law experts on arbitration proceedings at the LCIA with respect to project financing (judgment award issued in August 2022 in favour of our client).

■ K&A successfully acted for the respondent, an international oil company, in an ad hoc arbitration in relation to a termination of three security contracts due to breaches by the contractor (the claimant). This SAR 400 million (US$107 million).

■ Successfully representing a listed company in shareholder dispute worth SAR 1 billion before the CRSD.

■ K&A acting for a bank with respect to disputes involving FX swaps, their enforceability, and which court or committee would have jurisdiction over them.

■ K&A acting for our client in financial restructuring proceedings initiated by ETE, a Saudi contractor, before the Commercial Court

■ K&A is defending our client against a case brought by the Saudi Stock Exchange concerning alleged breaches of a license agreement

■ K&A successfully defended The KSA Ministry of Education (alongside Allen & Overy) against Turkish construction company DSG Yapi Sanayi in proceedings before the International Centre for Settlement of Investment Disputes (ICSID). The case was suspended on 16 June 2022 until 15 September 2022, pursuant to the parties’ agreement.

■ Zeyad Khoshaim acted as an arbitrator in a shareholders’ dispute with claims of over SAR 300 million. The dispute involved several complex and novel contractual and Shariah issues

■ K&A successfully defended a client before the Administrative Supreme Court against a case brought by a Saudi listed company, Saudi Arabia Refineries Co. (SARCO), in relation to the liquidation of a closed joint stock company.

■ K&A successfully prosecuted and enforced a foreign arbitration award in the enforcement courts of Saudi Arabia against Abdullah Bugshan and Brothers Company and its partners.

■ K&A successfully acted for the General Organization for Social Insurance (GOSI) at the Committee for the Resolution of Securities Disputes respect of a securities dispute involving general assemblies in a listed company Mouwasat Medical Services Co.

■ K&A successfully represented an international company in a construction arbitration case in relation to an infrastructure project in the western province of Saudi Arabia with claims exceeding SAR 500 million.

■ K&A successfully represented an Islamic international bank in an arbitration case involving claims exceeding SAR 112 million.

Key Clients: Saudi Aramoc, Saudi Aramco Total Refining and Petrochemical Co. (SATORP), Renault Truck S.A.S, Total Marketing Services S.A., Volvo Truck Corporation, Aramco Lubricants and Retail Company, Zahid Tractor and Heavy Machinery Co. Ltd, Standard Chartered Bank, Etihad Etisalat Company Saudi Arabia (Mobily), Sumitomo Corporation, The General Organization for Social Insurance (GOSI)

Contact: Zeyad Khoshaim

Tel: +966 11 461 8700

Email: [email protected]

Offices

Riyadh, Jeddah