Clifford Chance

Clifford Chance advises National Bank of Kuwait on the establishment of its GMTN programme and debut US$750 million issuance

Clifford Chance has advised National Bank of Kuwait S.A.K.P. (NBK) on the establishment of its US$3 billion Global Medium Term Note (GMTN) programme and its inaugural Rule 144A/Regulation S international debt capital markets issuance thereunder.

The debut offering comprises US$750 million 2.75% notes due 2022, issued on 30 May 2017 and admitted to trading on the Irish Stock Exchange. The offering constitutes the first bonds to be offered and sold to qualified institutional buyers in the United States in reliance on Rule 144A and Regulation S from a GCC financial institution since 2009.

NBK's programme establishment and debut issuance is the latest in a series of Rule 144A compliant offerings from issuers in the State of Kuwait, coming shortly after the inaugural sovereign offering and the earlier debut issuance by petrochemical corporate, EQUATE, transactions on which Clifford Chance also advised. The NBK transaction continues the recent trend of Kuwaiti entities seeking to diversity funding sources through access to the international debt capital markets and, in particular, the deep liquidity offered by onshore US institutional investors.

The transaction attracted strong demand from a geographically diverse range of accounts, with US institutional investors (at 57%) dominating the final US$2.2 billion order book, which represented a 2.9 times oversubscription for the transaction.

Partner Stuart Ure, who led the team, observed: "With the establishment of NBK's GMTN programme and its debut 144A issuance thereunder, Clifford Chance continues to build on our track record in Kuwaiti capital markets transactions. We are delighted with the success of NBK's inaugural offering which is testament to the efforts of the entire NBK management and transaction team."

The team was led on English law matters by Stuart Ure, supported by senior associates Brian O'Leary and Alekhya Prakash, and on US law matters by partner John Connolly, supported by senior associate Catherine Martinez. International Counsel Bureau advised NBK on Kuwaiti law matters.

Citigroup, HSBC, J.P. Morgan and NBK Capital acted as the arrangers and joint lead managers and First Abu Dhabi Bank and Standard Chartered Bank acted as dealers and joint lead managers.

Clifford Chance has also recently advised Kuwait National Petroleum Company (KNPC) on a US$6.245 billion export credit agency (ECA) financing for the KNPC Clean Fuels Project - the largest ECA financing for corporate purposes in the world and Kuwait's largest ECA financing to date. The team continues to advise on some of the Kuwait's most prominent projects including advising on the Az Zour North 2 IWPP, and Az Zour North 1 IWPP.