Clifford Chance

Clifford Chance advises on sale of Americana, the largest M&A deal in the Middle East in 2016

Clifford Chance is advising Al Khair National for Stocks and Real Estate (Al Kharafi family) on the sale of its majority stake in Americana, the leading F&B business in the Middle East.

With a network of over 1,200 outlets, Americana is the largest operator of restaurant chains in the MENA region, including brands such as KFC, Pizza Hut, Hardee's, TGI Friday's, Costa Coffee and Krispy Kreme.

In addition, Americana has one of the region's most significant food manufacturing businesses, including California Garden.

A binding agreement to implement the sale was entered into on 18 June 2016 with Adeptio AD Investments, an investment company controlled by H.E. Mohamed Alabbar.

The proposed sale of the Kharafi family's stake in Americana is by some margin the largest M&A deal in the region for 2016 to date.

The Clifford Chance team, led by M&A partner Mohammed Al-Shukairy, has been advising on all legal aspects of the transaction, since inception in 2014 as an auction process (which has attracted significant interest from trade bidders as well as private equity firms).

The transaction entails both private M&A aspects as well as public M&A processes, as Americana is listed on the Kuwait Stock Exchange.

Mr Loay Jassim Al Kharafi commented: "Clifford Chance leveraged its regional and global expertise with unwavering support from the very beginning.  Their team, led by Mohammed, has provided us throughout the process with robust, highly technical advice and in a commercially sound manner that has been critical to our process."

Mohammed Al-Shukairy commented: "I am really pleased for the Al Kharafi family and our team remains committed to them as we move ahead to closing. We have thoroughly enjoyed working with and being part of the team at Al Khair on this transaction, which has required intricate structuring across multiple jurisdictions and pro-active management of hurdles and various deal requirements.  More broadly, I think a transaction of this size and complexity provides a timely shot in the arm for the high-end M&A market in the region."

Completion of the sale is subject to limited conditions, customary for a transaction of this nature.