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Clifford Chance and AS&H advise lenders on financing of EIG-led consortium’s US$12.4 billion acquisition of stake in Aramco Oil Pipelines Company

19 May 2021

Clifford Chance and AS&H advise lenders on financing of EIG-led consortium’s US$12.4 billion acquisition of stake in Aramco Oil Pipelines Company

Clifford Chance and Abuhimed Alsheikh Alhagbani Law Firm (AS&H) are advising the lenders to a consortium led by EIG in relation to Saudi Aramco's sale of a 49% equity stake in a newly-formed Saudi Aramco subsidiary, Aramco Oil Pipelines Company. As part of the transaction terms, Aramco Oil Pipelines Company will lease usage rights in Saudi Aramco’s stabilized crude oil pipelines network for a 25-year term. In return, Aramco Oil Pipelines Company will receive a tariff payable by Saudi Aramco for the stabilized crude that flows through the network. The deal implies a total equity value for Aramco Oil Pipelines Company of approximately US$25.3 billion.

The lenders to the EIG-led consortium include BNP Paribas, Citibank, First Abu Dhabi Bank, HSBC, J.P. Morgan, Mizuho Bank, MUFG Bank and Sumitomo Mitsui Banking Corporation, in various capacities, including as Mandated Lead Arrangers, Underwriters and Bookrunners.

The Clifford Chance team was led by Clifford Chance partner Mohamed Hamra-Krouha, who comments "We are honoured to have advised the Mandated Lead Arrangers, Underwriters and Bookrunners in connection with this milestone transaction for the sector and the region. This landmark transaction raised a number of complex considerations from a Saudi, Luxembourg and financing perspective. Thank you to the amazing wider Clifford Chance team across the Middle East, Germany, London, Luxembourg and Paris as well as the AS&H team in Riyadh who helped our clients navigate a dynamic and intensive process".

The transaction was supported by a cross-office team from Clifford Chance, including from the UAE (Abimbola Lawore, Senior Associate, Daniel Boyle, Senior Associate and Olu Olufemi-White, Trainee), Germany (Nicolas Cookson, Counsel; Coenraad Nolte, Senior Associate; Adéla Hardmeyer, Senior Associate; Opeoluwa Osinubi, Associate and Iryna Karpliuk, Trainee), London (Anne Drakeford, Partner; Charles Wakiwaka, Senior Associate; and Ashan Fernando, Senior Associate), and Luxembourg (Steve Jacoby, Partner; Robert Kuhn, Senior Associate; Angelo Hyka, Associate; Manon Hillenbrand, Associate) and Paris (Elisabeth Bennett, Associate).

The Clifford Chance team was supported by AS&H in Riyadh, led by Yasser Alhussain (AS&H Partner, Head of Banking) and Omar Rashid (Clifford Chance Partner seconded to AS&H) who in turn were supported by Senior Associates Abdulkhaliq Elshayyal and Mazin Al-Zamil and Associates Qasim Rasool and Mohammed Ghazzawi.

AS&H and Clifford Chance have a strong track record of advising on some of the largest, innovative and most complex deals in the Saudi market. Together, the firms have recently advised on Saudi Electricity Company’s US$45 billion Shari'a compliant subordinated perpetual financial equity-like instrument as part of Saudi Arabia’s wider electricity reforms, the US$200 million acquisition of three flour mills in Saudi Arabia as part of Saudi Arabia’s privatisation drive and National Commercial Bank on the signing of its merger agreement with Samba Financial Group, creating the largest bank in Saudi Arabia.