Lawyer Souraya Machnouk | Abou Jaoude & Associates

Mergers & Acquisitions

• Advised leading private bank FFA acting as fiduciary on the US$25 Million acquisition of an equity stake in 4 legal entities forming the prominent aluminum manufacturing group SIDEM based on a dual-currency valuation and a highly complex fiduciary structure with two types of profit-sharing loans, involving a regulatory approval process before the Capital Markets Authority of Lebanon (CMA) under the Offers of Securities Regulation.

• Advised leading energy US multinational Chevron on the complex spin-off of its Lebanese affiliate acting as member of a consortium with six major fuel companies to supply aviation fuel to airlines at Beirut’s International Airport.

• Advised premier venture capital firm The Luxury Fund (TLF) on the multi-million cross-border divestment of its equity stake in the renowned international luxury fashion house Elie Saab in 5 jurisdictions, involving a highly complex structure with a swap of equity and real estate assets and regulatory approvals from the Central Bank of Lebanon (BDL).

• Advised Jableb Holding led by the prominent investment banker Philippe Jabre on the multi-million acquisition of the renowned Lebanese beer company ALMAZA from global Dutch company Heineken, involving a highly complex dual-currency valuation in US dollars and Lebanese pounds amidst Lebanon’s unprecedented financial crisis, and a hybrid legal structure featuring a buyout and a recapitalization.

• Advised pioneer tech start-up and developer of first-of-its-kind heart-monitoring technology CardioDiagnostics on the multi-million divestment of the equity held by the leading venture capital fund Berytech, involving a dual-currency valuation in “fresh” and “local” US Dollars amidst Lebanon’s unprecedented financial crisis, and a complex regulatory approvals process under Circular 331 of the Central Bank of Lebanon (BDL) governing investments in Lebanon’s knowledge economy.

• Advised a renowned businessman on the multi-million acquisition of an equity stake in the “Save-Our-Startups” Fund (SOS Fund) (the main component of the new USAID Lebanon Investment Initiative) which aims to invest in 13 pioneer tech start-ups operating out of Lebanon (including Toters, Cinemoz, Klangoo, and Designer 24), through a highly complex structure involving 4 distinct dual-currency financing rounds of “fresh” and “local” US Dollars among the participating investors, which include prominent investment funds such as Berytech, IM Ventures, Cedar Mundi, and MEVP.

• Advised on the multi-million complex merger of the two biggest F&B groups in Lebanon Sioufi and Massoud with a corporate and operational presence in Lebanon, KSA, Jordan and Syria.

• Advised major telecom group Africell on the multi-million acquisition of Orange Uganda, the third largest telecom operator in Uganda, involving a complex regulatory approvals process before the telecoms regulators.

• Advised leading regional diversified investment group M1 on the multi-million acquisition of a group of companies operating a major US$800 Million 87,200 hectares animal feed agricultural project in Sudan.

• Advised specialized global investment group Capital Trust Group on the contemplated multi-million acquisition of premier private hospital group CMC (affiliated with John Hopkins Medical Center) in a complex transaction involving capital increases, restructuring of equity, issuance of convertible bonds, and a pre-acquisition corporatization.

• Advised the exclusive distributor of the Opel automotive brand in Lebanon Technocars SAL on the sale and transfer of its inventory and distributorship license to the A.N.BouKather Group, the distributor of Mazda and Vespa in Lebanon, involving a complex approvals process in Germany and Japan.

• Advised Careem (an Uber subsidiary) on the complex cross-border acquisition of pioneer tech app Markit.

• Advised premier developer FFA Real Estate on the multi-million acquisition of the Naas Springs real estate company through the issuance and private placement of convertible bonds for the development of a first-of-its-kind wellness resort.

• Advised pioneer tech app company MySay as the target on the multi-million cross-border acquisition by prominent Kuwaiti telecom group Zain, through a complex two-tier structure involving a buyout of equity held by an investment fund, and a subscription to shares by way of loan recapitalization and equity swaps between the Lebanese and UAE affiliates.

• Advised the prominent Edde Family Office on the contemplated multi-million acquisition of an equity stake in pioneer bio-agriculture group Biomass, involving a complex real estate component.

• Advised major regional F&B chain Kabab-ji as the target on the divestment of a majority equity stake through a US$40 Million private placement.

• Advised prominent investment groups on the multi-million acquisitions of a stake in the leading Lebanese newspapers Assafir and Al Balad, involving complex pre-acquisition corporate restructurings and combined transfers of assets and equity arrangements.

Banking  ●  Finance and Capital Markets

• Advised the international syndicate led by Audi Bank, the largest bank in Lebanon, including major international development finance institutions OPIC and EIB, on the US$300 Million multi-jurisdictional syndicated facility to finance the 200MW utility-scale wind power plant in Lebanon under the first-ever Power Purchase Agreement with the Government of Lebanon.

• Advised on the largest-ever US$200 Million asset-backed issuance in Lebanon through the securitization of Solidere’s real estate portfolio.

• Advised on the US$150 Million cross-border syndicated facility led by Deutsche bank to a prominent telecoms group, involving the International Finance Corporation (IFC) as a lender.

• Advised leading Lebanese bank IBL on the first-of-its kind US$100 Million issuance of subordinated bonds with a unique interest payment structure in the context of new highly complex capital adequacy regulations to tackle Lebanon’s unprecedented banking crisis.

• Advised the lending arm of the National Bank of Kuwait, the largest Kuwaiti bank and the highest rated in the Middle East, on a multi-million cross-border mezzanine facility to a leading international telecoms group, involving a complex multi-jurisdictional security structure with share pledges, corporate guarantees, personal guarantees and bank account charges.

• Advised largest bank in Egypt Commercial International Bank on a multi-million cross-border facility to Consolidated Contractors Group (CCC), the biggest construction group in the Middle East, involving a complex security structure.

• Advised premier luxury brand Elie Saab on a multi-million cross-border LMA facility and the largest multi-bank refinancing transaction in Lebanon’s fashion retail market.

• Advised BLC Bank acting as borrower on the procurement of a credit line from the European Investment Bank (EIB) for the financing of small and medium sized projects to be carried out in Lebanon by private sector companies.

• Advised Big Four audit firm Ernst & Young acting for Swiss banks on the Banking Model Manual relating to the cross-border offer of financial products and services into Lebanon under the complex regulations of Lebanon’s Capital Markets Authority.

• Advised Fortune 500 company New York Life Insurance on the Banking Guidelines of its investments arm CANDRIAM, related to the cross-border offer of financial products and services into Lebanon under the complex regulations of Lebanon’s Capital Markets Authority.

• Advised leading MAS-licensed Singapore bank Nomura and its Hong Kong SFC-licensed affiliate Nomura International on the cross-border offer into Lebanon of private banking services, including dealing in foreign exchange, trading in structured products and derivatives, and discretionary and non-discretionary fund portfolio management, under the complex regulations of Lebanon’s Capital Markets Authority.

• Advised the Bank for International Settlements (BIS) on highly complex FX and fixed-term deposits transactions with the Central Bank of Lebanon (BDL) governed by the BIS’ global general terms of business for banking customers.

• Advised global financial company American Express (Amex) on highly complex transactions under their card-member agreements with Lebanese counterparties involving the repayment of amounts in “fresh”/“local” US Dollars and Lebanese pounds amidst Lebanon’s unprecedented financial crisis and its impact on the fluctuation and multitude of currency exchange rates.

• Advised premier real estate developer FFA Real Estate and FFA Private Bank on several multi-million private placements involving complex fiduciary structures and profit-sharing loans for the financing of the development of several projects, namely the high-end Badaro Gardens residential project, the large-scale first-of-its-kind Ahlam Lands project, and the pioneer Amchit Bay Residences project.

• Advised on the ground-breaking US$40 Million multi-bank private placement to finance the launch of a TV station.

Energy  ●  Project Development and Finance  ●  Government Relations and Public Policy  

• Advised the developer and the international syndicate led by Audi Bank (the largest bank in Lebanon), including major international development finance institutions OPIC and EIB, on the first-ever Power Purchase Agreement with the Government of Lebanon for the development of the 200MW first utility-scale wind power plant in Lebanon.

• Advised global sustainable energy leader Vestas on the renewable energy regulatory framework in Lebanon and market entry conditions.

• Advised the joint venture between the leading German renewable energy group BayWa r.e. Solar Projects GmbH and the energy arm of Lebanon’s major INDEVCO group on the tender organized by the Ministry of Energy and Water for the Engineering, Procurement and Construction (EPC) of Phase 2 of the first grid-connected photovoltaic (PV) plant in Lebanon's history, Beirut River Solar Snake (BRSS).

• Advising three different joint ventures, including leading regional players in the renewable energy sectors, on the bids submitted in response to the tender organized by the Lebanese Ministry of Energy and Water for the execution of the 180MW first solar photovoltaic energy generating facilities in Lebanon.

• Advised a global leading energy trading company B.B. Energy Group in joint venture with Siemens on a Distributed Power Generation project for the design and installation of gas turbines at designated power plants in Lebanon.

• Advised leading Spanish listed IT and energy group INDRA in consortium with Lebanese group IPENGPRO on a major project tendered by Electricité du Liban for the construction of a Monitoring Center for Lebanon involving a Central Advanced Metering Infrastructure (AMI) System, Meter Data Management (MDM) systems, and Billing and Customer Relationship Management (CRM) systems.

• Advised GZA Mining on a US$30 Million joint venture with GAZPROM, Russia's largest natural gas producer, to perform exploration activities in Eritrea.

• Advised Brazilian multinational construction conglomerate Construtora Andrade Gutierrez SA on the development and construction of the US$250 Million Jannah dam and lake project in Lebanon.

• Advised French public agency Expertise France in consortium with the prominent René Mouawad Foundation (RMF) on the pioneer multi-million “Minjara project” in the context of the EU-financed Private Sector Development (PSD) Programme, consisting in establishing and financing a first-of-its-kind platform under a PPP legal structure to support the wood processing and furniture sector in Tripoli-Lebanon, involving a wide array of public stakeholders, including the Business Incubator Association of Tripoli (BIAT), the Carpenters’ Union, the Association of Lebanese Industrialists (ALI), and the Chamber of Commerce, Industry, Agriculture of Tripoli (CCIAT).

• Advised prominent contracting group LACECO on several operation and maintenance agreements for major multi-mullion projects tendered by the Lebanese government through the Council of Development and Reconstruction (CDR), including the supervision services agreement for the construction of the Faculty of Sciences within the Lebanese University Campus in Tripoli - Lebanon, and the supervision services agreement for the construction of a waste recycling plants in South Lebanon.

Corporate Law  ●  Data and Privacy  ●  Telecommunications and Technology  ●  Tax  ●  Franchising 

• Advised on the corporate and tax structuring of numerous prominent local, regional, and international groups involving complex intra-stakeholders and intra-group equity and contractual ties, as well on the establishment of the corporate presence in Lebanon of several international groups.

• Advised Fortune500 American multinational conglomerate 3M on the establishment of its branch and business operations in Lebanon.

• Advised renowned IT group Midis on its global 60-company complex corporate and tax group restructuring in the context of new BVI economic-substance regulations involving 5 jurisdictions and Big Four audit firm Deloitte.

• Advised prominent contracting group LACECO as lead counsel on a highly complex cross-border corporate and tax structuring and international expansion plan covering 5 jurisdictions, namely Lebanon, Cyprus, KSA, Jordan and the UAE, and involving Big Four audit firm PwC.

• Advised global NGO Doctors Without Borders on the setup of their presence in Lebanon through the obtainment of the necessary licenses under industry-specific regulations, and on complex contracts with hospitals and matters related to their engagement of doctors and nurses.

• Advised leading American multi-national fast food restaurant franchise Subway on tax and employment law matters in the context of the de-registration and liquidation of its branch in Lebanon under complex regulations.

• Advised leading Canadian multinational media conglomerate Thomson Reuters Corporation on its employee Stock Incentive Plan in Lebanon as part of a global share plans review, including time-based or performance-based restricted share units (RSUs), and phantom RSUs.

• Advised leading Swiss bank Credit Suisse on the setup of its Lebanon Data Protection Country Manual under complex regulations governing data privacy in the financial services sector in Lebanon.

• Advised Big Four audit firm Ernst & Young Switzerland on a major global digital transformation and e-archiving project for a renowned luxury watchmaker group under complex regulations governing data privacy and electronic signature in Lebanon.

• Advised leading pharma company Pharmatrade (Malia group) on the data protection and privacy aspects of the first-of-its-kind import and distribution by the private sector of the Covid-19 vaccine SPUTNIK, involving highly complex regulatory licensing procedures and compliance with novel health and data protection laws in Lebanon.

• Advised the renowned Radisson Hotel Group on a major international license agreement with Les Dunes Hospitality for the opening of the Radisson Blu hotel in Lebanon.

• Advised the leader in Lebanese sweets Hallab 1881, the renowned Armenian specialty F&B group Mayrig, regional Lebanese grill restaurant chain Kabab-ji, Italian pizzeria concept Marguerita Pizzeria, prominent boutique coffee shop Colombiano Coffee House, and  renowned international luxury fashion houses Elie Saab and Zuhair Murad, on the setup of its franchise operations and documentation, and the drafting and negotiation of its franchise-related agreements in Lebanon and several countries worldwide.

• Advised prominent media group Fadaat on the establishment of Al Araby TV in Lebanon under complex regulations governing audio-visual media in Lebanon.

• Advised on the establishment of MySay, a high-growth tech start-up and developer of a first-of-its-kind application providing statistics, and its first financing round through a multi-million private placement involving investments by prominent media and telecoms players such as the LBCI, Choueiri group, and MIC Ventures fund.

• Advised major telecom group Africell on the multi-million sale and lease-back transaction of its communication towers and tower sites in Sierra Leone.