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Insight

A deal like no otherx


When Saudi Aramco completed its initial private offering (IPO) last year, the deal became the largest IPO in world history at $29.4 billion.

In the days that followed, the energy giant became the first company to be valued at $2 trillion.

Not surprisingly, given the size and complexity of the deal, its origins go back several years. In fact, planning started back in 2015 and accelerated when the Crown Prince of Saudi Arabia first publicly mentioned the idea of an IPO in a 2016 Economist interview.

Over the next four years, the Firm’s legal support covered every practice area and involved more than 400 lawyers from over 20 offices.

New York Partner Colin Diamond explains: “Thanks to our long-standing and deep relationship with Saudi Aramco, they contacted us early on to ask if we could support them in preparing for a potential IPO, initially as an exploratory exercise to identify issues, challenges and timelines.

“This was no small undertaking given that Saudi Aramco is such a large organization and that, to that point, it had never published financial statements or disclosure publicly.

“In addition, we needed to protect the company from litigation issues that are unique to a national oil company like Saudi Aramco and to update corporate governance mechanisms for the conversion of the company into a joint stock company with shares for public listing.”

Members of the team included Capital Markets partners Sami Al-Louzi in Dubai, Gary Kashar and Colin in New York, Inigo Esteve in London, and Megren Al-Shaalan and Doug Peel in Riyadh.

Partners Wendell Maddrey, Clark Wohlferd, Ivan Paskal, Carolyn Lamm, Hansel Pham and Owen Pell were also heavily involved.

In addition, the team included Andrew Kreisberg, William Clinton, Scott Lincicome, Richard King, Caitlin Colesanti, Joseph Kalis, Yana Shneyderman, Eric Victorson, Taryn Zucker, Ibrahim Soumrany, Roger Gaspard, Raymond Azar, Peter Dagher, Cristian Blumm, James Langlois, Karthik Nagarajan, Paul Pittman, Alvaro Peralta, Vivake Prasad, Henrik Patel, Harry Hudesman, Khalid Al-Gublan, Nasser Al-Khamis, Joza Al-Rasheed, Reem Albakr, Waad Alkurini, and Husam Azhar.

Inigo says: “This was an extremely complex project that included detailed analysis of the type of listing they’d use, the location of the listing, and the rules that needed to be changed in the Kingdom to facilitate a listing of this magnitude.

“It’s no exaggeration to say we were working on the project 24 hours a day at times; lawyers in Asia would start an analysis, which was then picked up in Saudi Arabia, passed on to London, and finally New York, before the cycle started again.”

“There were unique challenges,” explains Gary, “but that’s why we were the perfect firm to do a deal like this, because we offer top quality lawyers in each of our offices, while having the ability to call on specific expertise around the world.”

Sami adds: “I think you only have to look at our relationship with Saudi Aramco to understand why they chose us, both for the IPO and their earlier bond offering.

“We have a 60-year relationship spanning several generations, and we know their history and business better than any other law firm, so they trusted us to help them with what was the most important transaction in Saudi Aramco’s history.”

Another aspect of the deal included Saudi Aramco putting together an underwriting syndicate consisting of 25 underwriters, led by Citi, Credit Suisse, Goldman Sachs, HSBC, J.P. Morgan, Bank of America, Morgan Stanley, NCB Capital, and Samba Capital, as Joint Global Coordinators for the offering.

Gary says: “What was really interesting about this deal is that, because Saudi Aramco is still more than 98 percent state-owned, there are key domestic policy aspects to everything they do.

“This also made it a fascinating project to work on, because we were regularly meeting with very senior government officials on the company’s board of directors – something that we’d never get the chance to do on a typical offering.”

The IPO completed in December 2019 and the client was delighted with the result.

“They were thrilled,” says Gary. “And, while they had hoped for a higher valuation on the international market, it quickly traded up to their $2 trillion valuation.”

Inigo adds: “Supporting Saudi Aramco on a deal of this importance has been invaluable to our ongoing relationship, because we formed even closer bonds with the senior team and deployed resources and top-notch advice whenever and wherever they needed it, often travelling to Riyadh, Dharan or Jeddah at short notice.”

Colin saluted the amazing team effort required to complete the four-year project.

He says: “This was the biggest IPO ever, and I have to thank everyone who contributed to an incredible cross-team effort.”

Gary adds: “I’ve told associates who worked on the deal that they’ll never get the chance to be involved in something like this again – it was a ‘once in a career’ opportunity, and I feel privileged to be part of it.”