Middle East - PDF

Document Sample
Middle East - PDF Powered By Docstoc
					Middle East
Our approach ................................................................................................................................... 3

Middle East ...................................................................................................................................... 4

Middle East experience ................................................................................................................... 5

    CORPORATE/COMMERCIAL ............................................................................................... 5

    FINANCE .................................................................................................................................... 6

    DISPUTE RESOLUTION ....................................................................................................... 13

Our offices ...................................................................................................................................... 15

Our approach
Watson, Farley & Williams is a leading international law firm with offices in major financial

centres in Europe, Asia and the USA.

We have the skills to manage a wide range of corporate and finance transactions, and disputes,

and to provide our clients with the high quality advice they require. We have teams which are

integrated across legal disciplines and offices so that a consistent level of service can be

provided on all matters, in each jurisdiction and in combination across borders.

We continually invest in developing our expertise and reputation in the sectors we know best:

Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT.

We establish candid, open relationships with our clients and take the time to understand their

businesses. We generally work in small, partner led teams where our sector knowledge and

experience enable us to provide effective, commercially focused advice.

Middle East
Watson, Farley & Williams has a long-standing historical connections with the Middle East. Our

lawyers are well versed in acting for and providing legal advice to a wide range of clients,

including state government entities, international financial institutions and foreign and local

corporations. We have established close relationships with local law firms and through this

arrangement we are able to offer clients a unified international and regional legal service.

One of our partners is also a member of the Joint Steering Committee for Libya’s Legislative

Framework Review Project which is helping Libya to revise its legislative code in the areas of

banking law, commercial law and dispute resolution.

On the following pages you will find a selection of transactions undertaken by our lawyers in

this region.

Middle East experience

    •   Advising V Resorts Ltd in Dubai in the following areas: construction and engineering

        contracts, sales of real estate units, reservation contracts, operation management of the

        building and resort, debt and equity financing

    •   Advising Sasol Synfuels International on its commercial arrangements, including the

        marketing of diesel and naptha, for the Oryx Gas to Liquids plant in Qatar

    •   Advising AIM listed Steppe Cement Limited (with cement manufacturing assets in

        Kazakhstan) on an underwritten offer for subscription to shareholders to raise £10m

        (before expenses) to repay existing bank loans and for working capital purposes

    •   Advising Gas Plus Erbil Limited and Gas Plus Khalakan on the acquisition and

        acquisition finance of upstream assets in the Kursdistan Region of Iraq

    •   Advising Pacific Basin on their joint venture with the Government of Fujairah. Named

        Fujairah Bulk Shipping on subscription and shareholders’ documentation in relation to

        the formation of the new joint venture entity, corporate structure and shareholder

        financing arrangements. The newly established joint venture operates two chartered-in

        32,000-dwt semi-box bulkers, carrying cargo between the Middle East and Australasia

    •   Advising Hong Kong listed Pacific Basin on the taking of security from its UAE joint

        venture entity in connection with the provision by Pacific Basin of a guarantee to HSBC

        Middle East as security for a US$3.3m overdraft facility granted to the joint venture

    •   Advising PetroMal LLC on its bid for a package of non-operated North Sea exploration

        and production assets located in the UK, Dutch and Danish sectors. The deal was

        structured as a cross border package deal including company and asset acquisitions

    •   Acting for BP on the sale of a group of companies holding exploration and production

        assets in the Middle East

    •   Acting for Kuwait Foreign Petroleum Exploration Company (subsidiary of Kuwait

        Petroleum Company) and MOL Hungarian Oil & Gas Company Plc on their joint bid

        for four German GmbH companies holding assets in Syria

    •   Advice to Middle Eastern LNG sellers on sale to FOB buyer for delivery to Spanish

        LNG terminals, including advice on Spanish TPA conditions

    •   Advising a consortium comprising Malaysia International Shipping International

        Berhad, Essar Shipping Limited in respect of a tender bid to Petronet for two 138,000m3

        LNG vessels to be employed on long term charter to transport LNG between Qatar and

        the Indian ports of Dahej and Kochi

    •   Advising Pacific Basin on their joint venture with the Government of Fujairah. Named

        Fujairah Bulk Shipping, the newly established joint venture operates two chartered-in

        32,000-dwt semi-box bulkers, carrying cargo between the Middle East and Australasia

    •   Advising worldwide seismic specialist Petroleum Geo-Services ASA on the US$105m

        sale of its Atlantis Group and its oil exploration and production interests in the Middle

        East to China National Chemicals Import and Export Corporation (Sinochem)

    •   Preparing and reviewing agreements for the supply of telecommunications equipment,

        software and know-how for systems and infrastructure projects in European, East

        European and Middle Eastern countries


    •   Acting for a Middle Eastern owned bank on the preparation of security over cash

        deposits made by an Iranian based financial institution

    •   Advising a Middle Eastern bank in respect of a €95m letter of credit and loan facility to

        an oil trader to finance trading in oil and petroleum products

    •   Acting for a Lebanese bank providing finance for the acquisition of UK property

        through Murabaha and Tawwaruq structures

    •   Advising ING Bank N.V. on a syndicated loan of US$500m provided by 11 banks to

        joint venture companies owned by Euronav NV of Belgium and Overseas Shipholding

        Group, Inc. of Delaware. This facility will finance the acquisition, conversion and

        operation of two floating storage offloading vessels, TI ASIA and TI AFRICA, which

        will be operated by Maersk Oil Qatar on the Al Shaheen offshore field

    •   Advising a syndicate of banks led by Nordea Bank Finland plc, Singapore branch and

        Fortis Bank, Oslo Branch on a US$52.5m syndicated loan to finance the construction of

        two 6,500 cbm LPG tanker vessels at STX Shipbuilding Co., Ltd, Korea. The vessels are

        being purchased by two Marshall Islands subsidiaries of Emirates Ship Investment

        Company LLC based in Abu Dhabi. The deal also involved swap facilities from the

        Rotterdam branch of Fortis and the Finland branch of Nordea

    •   Advising Persia International Bank plc on a €5m loan to finance property development

        work for a hotel complex in Iran

    •   Advising United Arab Chemical Carrier in connection with the acquisition of eight

        45,000 dwt chemical tankers to be built in South Korea

    •   Acting for Fortress Investment Group in relation to the purchase and lease back of 4

        bulk carriers to Emirates Trading Agency a Dubai based operator and the raising of

        limited recourse debt finance from DVB

    •   Advising Bhatia International Limited/Ishhar Overseas FZE/Fleetmar Shipping

        Company Limited in relation to the satisfaction of conditions precedent and the

        negotiation of the loan and security documentation for Fleetmarʹs US$36.4m facility

        with Standard Chartered Bank to finance 80% of the purchase price of the m.v.

        ʺFLORAʺ (tbr ʺHARKRIPAʺ); advice in relation to the purchase of the m.v. FLORA

        from Segesta Shipping Company Limited

    •   Acting for a US hedge fund in relation to the sale and lease back of a handymax bulk

        carrier to a Dubai based operator and the raising of limited recourse debt finance

    •   Advising Nordea Oslo on a US$34.6m to a loan to Emirates Tankers (E Ships) of UAE

    •   Advising a Middle Eastern bank in its participation in the US$1bn pre-export finance

        loan to Eurasian Natural Resources Corporation, secured on receivables from the sales

        of ferro-alloys produced by JSC Transnational Company Kazchrome in Kazakhstan

    •   Advising a Middle Eastern Bank on documenting and restructuring a €160m facility to

        finance the export of petroleum products

    •   Advising a Middle Eastern Bank on a €200m working capital facility to state owned oil


    •   Advising a Middle Eastern bank on a £45m invoice discounting and letter of credit

        facility for the financing of international trade in manufactured household goods

    •   Advising ABC International Bank in relation to the first Islamic shipping bond under a

        syndicated loan facility provided by ABC and Credit Suisse regarding a large crude

        carrier called the Venus Glory

    •   Advising Apicorp (Arab Petroleum Investment Corporation) in relation to finance for a

        consortium of Middle Eastern oil companies

    •   Advising Cory Towage on the provision of tugs to Oman

    •   Advising GPS of Dubai in relation to the conversion in Dubai and operation of a

        US$70m mobile offshore production unit in East Java, Indonesia. This included

        advising on all aspects of the loan documentation, structure and documentation

    •   Acting for Natexis Banques Populaires in connection with a term loan facility to finance

        the purchase of a floating crane pontoon vessel, to be Indian flagged, by ETA Port

        Operations & Rapid Transport Systems, an Indian company whose obligations were

        guaranteed by ETA Trading Agency LLC, based in the United Arab Emirates

    •   Advising a French bank as the lender on a US$100m pre-export financing for an

        Egyptian State owned oil company, secured on export receivables

    •   Advising in relation to equity investment and offtaker arrangements in relation to a

        refinery and storage facility in the Middle East and related financing

    •   Advising Arab Banking Corporation as the lender on a US$40m syndicated loan to one

        of the world’s leading livestock traders, to finance the export of livestock from Australia

        to the Middle East, including security and custody arrangements in Egypt in relation to

        the livestock

    •   Advising bidders on contracts to provide LNG vessels for the Suez LNG’s Yemen

        project and on related commercial and financing arrangements

    •   Advising a leading Saudi Arabian bank on structured loan, letter of credit and

        guarantee facilities provided to a rice importer, involving security in the UK and the US

    •   Acted for Arab Leasing International Finance (part of the Al-Barraka Group) in relation

        to the Islamic financing of a series of Obo vessels for Turkish owners

    •   Acted for Arab Leasing International Finance (part of the Al-Barraka Group) in relation

        to the financing of a floating oil production platform off Singapore (subsequently

        moved to Indonesia) in compliance with applicable Islamic financing principles

    •   Advising Abu Dhabi Gas Liquefaction Co. on its LNG sales contract with the Dabhol

        Power Company

    •   Advising Teekay on its successful bid to provide three LNG carriers on long-term to

        RasGas II, the ExxonMobil/Qatar Petroleum joint venture and thereafter advising on its

        US$468m secured facility led by Calyon/Kexim to finance the contract price of the


     •   Advising a shipbuilding group on the construction and financing arrangements for a

         series of five LNG newbuildings for Middle Eastern interests

     •   Advising a Dutch bank on a US$120m facility to Eships Tankers Ltd guaranteed by

         Emirates Ship Investment Company LLC of Abu Dhabi

     •   Advising a Scandinavian bank in relation to the financing of the purchase of three

         ships, obtained by Eship Tankers Ltd guaranteed by Emirates Ship Investment

         Company LLC

     •   Advising a Dutch bank on the refinancing of two container ships for IRISL of Iran

     •   Advising German banks on the ship mortgage financing provided to IRISL of Iran

     •   Advising the European joint venture partner of NITC of Iran in relation to tanker

         newbuildings ordered and financed by the joint venture for use in the Caspian Sea

     •   Advising NSCSA of Saudi Arabia on all aspects of a series of container ship

         newbuildings including building contract arrangements and international debt


     •   Advising NCC of Saudi Arabia on a series of chemical tanker newbuildings, both

         relative to building contract arrangements and financing

     •   Advising Brunei Gas Carriers Sendirian Berhad (ʺBGCʺ) and its sponsors The Prime

         Minister’s Corporation, Shell Gas B.V. and Mitsubishi Corporation on a financing in

         excess of US$100m of a new LNG carrier commissioned by BGC. The financing,

         structured as a unique Ijara lease, had been secured from a syndicate of international

         Islamic and non-Islamic banks led by the Hongkong and Shanghai Banking

         Corporation Limited. The vessel will be managed by Shell International Trading and

         Shipping Company Ltd (STASCO) and will be delivered under a long term charter to

         Brunei LNG primarily for purposes of delivering LNG to customers in Japan and

         Korea. This transaction was deal of the year in Jane’s Transport Finance

     •   Advising on a financing transaction for VLLCs on long term charter to Vela of Saudi


     •   Advising Japanese/Qatari consortium on lease financing arrangements relating to LNG

         vessels time chartered to RasGas II

     •   Advising Japanese consortium in relation to the commercial proposal, financing and

         lease financing arrangements in relation to two of the QatarGas II tenders

     •   Advising Japanese consortium on JV, financing and lease financing arrangements

         relating to an LNG vessel employed under arrangements with an Omani counterparty

     •   Advising Pacstar (Saudi Arabian shipping company) on the first Islamic shipping bond.

         The Al Safeena Sukuk is the first time that a ship has been financed using Islamic

         bonds. The $26million Sukuk was part of a larger refinancing of the Venus Glory


     •   Acting for fund arrangers in the financing of a series of four ships. The structure

         involved the establishment of a mutual fund based in the Cayman Islands which issued

         cumulative preference shares to private (Islamic) investors and to the arranging bank.

         The bank subscribed for four tranches of the cumulative preference shares, each equal

         to a percentage of the vessel purchase price. On receipt of each tranche of the

         subscription monies, the fund made an equity injection in each of four subsidiary

         companies, being single purpose ship-owning companies, which purchased a vessel.

         Each company guaranteed the obligations of its parent to the arranging bank and, in

         support of its guarantee, granted conventional mortgage security over the vessel owned

         by it. The investors received a return on their equity referable to the vessel earnings

     •   Acting for the end user in an aircraft financing funded by finance from an Islamic

         source. This was structured as a sale and leaseback with a purchase option (ie: an ijira

         wa-iqtina): the Islamic financier was to purchase the aircraft and lease it back to the end

         user on hire purchase terms at a price equal to cost plus the interest/profit element. The

         aircraft was to be operated under a conventional operating lease, with a collateral call

         option for the benefit of the end user

     •   Advising an investment and capital provider on structuring a number of financing

         arrangements combining traditional debt finance with a Sharia’h compliant structure so

         as to permit participation by investors based in Kuwait to finance the sale and leaseback

         of vessels from/to a number of customers including a UK/Singapore group of

         companies, a Norwegian group of companies and a Dutch group of companies

     •   Acting for a leasing company, operating on an Islamic basis, in the provision of finance

         to an existing aircraft lessor by means of a purchase and leaseback of an aircraft with a

         purchase option (ie: an ijira wa-iqtina). The structure involved the sale by the original

         lessor to the Islamic lessor of the aircraft combined with a novation to the Islamic lessor

         of the lease between the original lessor and the end user, with the result that the Islamic

         lessor would lease the aircraft directly to the end user. The rent under the lease

         amortised the finance provided, and there was a separate put and call option for title of

         the aircraft

     •   Acting for the arranging bank in relation to a commodity financing on a murabaha

         basis. The structure involved the sale by a broker of refined oil products to Islamic

         investors, with resale of the products at a higher price with deferred payment for six

         months. The arranging bank provided documentary credit facilities in support of the

         transaction. We provided legal opinions as to English law and as to New York law in

         relation to the transaction, in particular addressing such questions as the risk of the

         structure being recharacterised as a loan

     •   Acting for a Middle East bank in relation to a mutual fund based in the British Virgin

         Islands. In effect this was a murabaha structure, whereby the fund entered into

         contracts to purchase goods, which were then on-sold to a buyer. The purchases were

         documented under a master trading agreement between the fund and a supplier; the

         on-sales were documented by a master agency agreement by which the supplier, acting

         as agent for the fund, sold the goods to the buyer

     •   Acting for a financial institution based in the Middle East providing stock financing by

         means of buying a soft commodity from the producer and then on-selling it over a

         period of 12 months to the commodity distributors

     •   Advising a leading Saudi Arabian financial institution in the provision of trade finance

         facilities as an Islamic financing transaction to a Mexican sugar producer, structured on

         a murabaha basis


     •   Acting for Iran Marine Industrial Company in a US$120m dispute regarding delayed

         delivery of 2 offshore gas platforms under construction contract resulting in an ICC

         arbitration against Eni BV

     •   Acting for an owner of two modern refrigerated cargo vessels with a value of over

         US$40m each in a dispute with a substantial reefer pool operator. This is a very

         complex case which has widened to involve two arbitrations before distinguished

         arbitrators (including Lord Millett, Stewart Boyd QC and Michael Beloff QC), High

         Court Litigation and two references to the EU Commission with respect to merger

         control and alleged competition law violations

     •   Advising a Middle Eastern offshore support vessel operator in connection with a

         US$30m claim arising from a shareholders dispute in relation to the ownership and

         earnings of an offshore supply vessel and alleged breach of a share sale and purchase


     •   Advising owners in connection with claims for additional charter payment/storage

         costs following bankruptcy of major Middle-East oil storage group including Court

         proceedings in London and Athens

     •   Acting for a Dutch Bank in a very substantial letter of credit fraud involving Solo

         Industries and Madhev Patel. This was a major fraud involving the trade financing of a

         large Middle Eastern metal importer. The case involved several hundred fraudulent

         letters of credit transactions involving several Western banks

     •   Acting for an Iranian marine construction company in an ICC arbitration brought by a

         European oil company (represented by Herbert Smith in Paris). The claim relates to an

     EPC contract for the design, construction, installation and commissioning of two

     offshore wellhead platforms

Our offices
London                                                Milan
Watson, Farley & Williams LLP                         Studio Legale Associato a Watson, Farley &
15 Appold Street                                      Williams
London EC2A 2HB                                       Via Santa Radegonda 11
Tel: +44 (0) 20 7814 8000                             20121 Milan
Fax: +44 (0) 20 7814 8141/8142                        Tel: +39 02 72 17 071
                                                      Fax: +39 02 72 17 0720

New York                                              Athens
Watson, Farley & Williams                             Watson, Farley & Williams
(New York) LLP                                        Greek Branch
1133 Avenue of the Americas                           6th Floor
New York                                              Neophytou Vamva 4
New York 10036                                        Kolonaki 106 – 74, Athens
Tel: +1 212 922 2200                                  Tel: +30 21 0455 7300
Fax: +1 212 922 1512                                  Fax: +30 210 7212 490

Paris                                                 Madrid
Watson, Farley & Williams LLP                         Watson, Farley & Williams LLP
150, avenue des Champs-Elysées                        Calle del Pinar, 5
75008 Paris                                           28006
Tel: +33 (0) 156 88 21 21                             Madrid
Fax: +33 (0) 156 88 21 20                             Tel: +34 91 745 6815

Hamburg                                               Piraeus
Watson, Farley & Williams LLP                         Watson, Farley & Williams
Am Kaiserkai 69                                       Greek Branch
20457 Hamburg                                         2nd Floor – Akti Miaouli 89
Tel: +49 (0) 40 80 80 344 0                           & Mavrokordatou 4
Fax: +49 (0) 40 80 80 344 10                          Piraeus 185 38
                                                      Tel: +30 21 0455 7300
                                                      Fax: +30 21 0459 4004

Munich                                                Singapore
Watson, Farley & Williams LLP                         Watson, Farley & Williams LLP
Kardinal-Faulhaber-Straße 10                          16 Collyer Quay
80333 Munich                                          #12-02 Hitachi Tower
T: +49 (89) 237086 0                                  Singapore 049318
F: +49 (89) 237086 222                                Tel: + 65 6 532 5335
                                                      Fax: + 65 6 532 5454+

Rome                                                  Bangkok
Studio Legale Associato a                             Watson, Farley & Williams (Thailand)
Watson, Farley & Williams                             Limited
Piazza Navona, 49                                     Unit 902, 9th Floor,
2nd Floor int 2/3                                     GPF Witthayu Tower B
00186 - Rome                                          93/1 Wireless Road
Tel: +39 06 68 40 581                                 Patumwan, Bangkok 10330
Fax: +39 06 68 89 2717                                Tel: + 66 (0)2 665 7800
                                                      Fax: + 66 (0)2 665 7888

All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams
LLP and/or its affiliated undertakings. Any reference to a ʹpartnerʹ means a member of Watson, Farley &
Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent
   standing and qualification.

Shared By:
Tags: Middle, East
Description: Middle East