June 18, 2021
Latham & Watkins and the Law Office of Salman M. Al-Sudairi have advised the Dealers in relation to the establishment of a Trust Certificate Issuance Programme by Saudi Arabian Oil Company (Saudi Aramco) and its inaugural US$6 billion issuance thereunder. The offering, which was heavily oversubscribed, marks Saudi Aramco’s debut international Sukuk issuance and represents the largest undertaken by a corporate.
The certificates were based on an ijara/murabaha hybrid structure and were issued by SA Global Sukuk Limited, a special purpose vehicle. The issuance comprised three tranches: US$1 billion Certificates due 2024, carrying a profit rate of 0.946%, US$2 billion Certificates due 2026, carrying a profit rate of 1.602%, and US$3 billion Certificates due 2031 carrying a profit rate of 2.694%. The certificates were offered to investors in the United States in reliance on Rule 144A under the US Securities Act, and outside the United States in reliance on Regulation S under the US Securities Act. The certificates, which were rated A1 by Moody’s and A by Fitch, were listed on the London Stock Exchange’s main market.
With respect to the programme, Citigroup, HSBC, J.P. Morgan and Morgan Stanley acted as Arrangers and Dealers, and First Abu Dhabi Bank, Goldman Sachs International, NCB Capital, and Standard Chartered Bank acted as Dealers. First Abu Dhabi Bank, HSBC, and Standard Chartered Bank were also appointed as Joint Sukuk Structuring Agents.
With respect to the issuance, Alinma Invest, Al Rajhi Capital, BNP Paribas, Citigroup, First Abu Dhabi Bank, Goldman Sachs International, HSBC, J.P. Morgan, Morgan Stanley, NCB Capital, Riyad Capital, SMBC Nikko, and Standard Chartered Bank acted as Active Joint Bookrunners, and Abu Dhabi Commercial Bank, Albilad Capital, AlJazira Capital, Alistithmar Capital, ANB Invest, BOC International, Credit Agricole, Dubai Islamic Bank, Emirates NBD Capital, GIB Capital, KFH Capital, MUFG, Mizuho, NBK Capital, Saudi Fransi Capital, and Société Générale acted as Passive Joint Bookrunners.
The cross-border Latham team was led by Dubai partner Nomaan Raja, London partner Craig Nethercott, and New York partner Alex Cohen, with Dubai counsel Basil Al-Jafari and associate Matthew Oliver. London partner Steve Curtis and associate Martin Corrigan advised HSBC as the delegate. Advice on Saudi Law matters was provided by the Law Office of Salman M. Al-Sudairi, led by principal Salman Al-Sudairi, with counsel Amar Meher and associate Mashal Al-Assaf.