Arendt advised on the structuring and implementation of a first-of-a-kind project sukuk issuance

Arendt advised the managers on USD 1.5 billion landmark project sukuk issuance by TMS Issuer S.à r.l. and USD 3 billion notes issuance under newly established USD 11.5 billion GMTN programme by GreenSaif Pipelines BidCo S.à r.l.

07/03/2023

DEAL - SUKUK STRUCTURE - SUKUK ISSUANCE - FINANCE - REFINANCING

Arendt advised BNP Paribas, HSBC Bank plc, J.P. Morgan Securities plc as global coordinators and joint bookrunners, in addition to a syndicate of joint bookrunners, joint passive bookrunners and co-lead managers, in its capacity as Luxembourg advisor on a USD 1.5 billion first-of-a-kind project sukuk issuance by TMS Issuer S.à r.l. as well as a USD 3 billion notes issuance (which includes a Taipei Exchange-listed Formosa series) under recently established USD 11.5 billion GMTN programme by GreenSaif Pipelines BidCo S.à r.l. (“GreenSaif”), for the refinancing of a 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”).

The sukuk structure is comprised of a Wakala-Murabaha formation which uses GreenSaif’s shares in Aramco Gas Pipelines, a subsidiary of Saudi Aramco, as the underlying asset. Arendt advised on the Luxembourg law aspects of the structuring and implementation of this landmark project sukuk structure.

GreenSaif, owned by a BlackRock led consortium, acquired a 49% stake in Aramco Gas Pipelines Company and has rights to 20 years of tariff payments for natural gas transported through Saudi Aramco’s domestic natura gas pipeline network.

Our Arendt experts involved
> in Finance & Capital Markets: Dominik Pauly and François Warken, Partners, Milos Vulevic, Senior Associate, Burak Aytaç, Sean Micallef-Trigona and Vasileios Moulkiotis, Associates
> in Tax Law: Jan Neugebauer, Partner

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