Lawyer Carlos Abou Jaoude | Abou Jaoude & Associates

Banking  ●  Finance and Capital Markets

• 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 Central Bank of Lebanon and the Special Investigation Commission on first-ever highly complex capital control legislation with critical impact on the national economy amidst Lebanon’s unprecedented financial crisis.

• Advised First Abu Dhabi Bank, the largest bank in the UAE, on complex collateral structures involving movable assets held abroad in the context of cross-border facilities to major Lebanese companies.

• 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 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 on a US$600 Million complex merger of two prominent banks, the Lebanese Canadian Bank Sal (LCB) and Banque Société Générale Sal (SGBL), involving a highly complex regulatory process before the Central Bank of Lebanon, the premature redemption of preferred shares issued by LCB, and the liquidation of LCB.

• Advised prominent bank Fransabank on multi-million cross-border bank guarantees to Consolidated Contractors Group (CCC), the biggest construction group in the Middle East, involving a complex analysis of the bank’s obligations to make overseas payments in “fresh” US Dollars amidst Lebanon’s unprecedented financial crisis and its impact on the fluctuation of currency exchange rates.

• Advised BLC Bank on a US$90 Million cross-border acquisition of Piraeus Bank (Cyprus) Ltd, the eleventh largest bank in Cyprus and one of the four banks listed on the Cyprus Stock Exchange, involving a complex loan restructuring and regulatory approvals from the Central Bank of Cyprus.

• Advised FFA on the first ever conversion of a financial company into an investment bank under Lebanese law.

• Advised major telecom group Africell on the reorganization of a loan portfolio with three banks involving new credit facilities of up to US$50 Million, in the context of the consolidation of the group's various operations in Sierra Leone, Gambia and DRC.

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

• Advised major telecom group Africell on a US$40 Million multi-tranche fiduciary mezzanine financing through a private placement, aimed at funding the purchase of additional frequencies and the expansion of the group’s operations in the DRC.

• 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 the Lebanese Canadian Bank on four multi-million dollar issuances and private placement of preferred shares.

Mergers & Acquisitions  ●  Financial Restructuring and Insolvency

• 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 transaction structure with a buyout and a recapitalization.

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

• Advised premier luxury brand Elie Saab as the target on the contemplated multi-million cross-border divestment of an equity stake to a leading Chinese strategic partner as part of its expansion plans in Asia.

• Advised on several acquisitions of equity in banks, financial institutions, investment funds, brokerage firms, and money transfer companies subject to the regulations and approval process of the Central Bank of Lebanon (BDL) and the Capital Markets Authority, including for the Lebanese Canadian Bank, OMT (Western Union), FFA Private Bank, and IBL Bank.

• 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.

• Advised the Mansour family on the US$200 Million largest multi-business family debt restructuring in Lebanon involving eight banks and a large real estate portfolio.

• Advised on the complex US$15 Million debt restructuring of major F&B group Geadah Bros involving 11 banks, 35 creditors and a large receivables and real estate portfolio. 

• Advised the leading real estate developer Plus Properties Group on a complex multi-million debt restructuring involving four premier banks in Lebanon.

Corporate Law  ●  Tax  ●  Media  ●  Telecommunications and Technology

• 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 on the ground-breaking multi-bank private placement to finance the launch of a TV station, and on all the legal aspects and documentation of the establishment and licensing of the TV station under complex regulations governing audio-visual media in Lebanon.

• Advised a major group in the wig industry in Africa on its corporate restructuring in the context of its US$300 Million multi-phased total divestment to investors, involving a partial sale of assets.

• Advised leading Danish energy company BWSC on complex tax matters related to the import of equipment in the context of multi-million EPC contracts for two power plant projects in Lebanon.

• Advised leading pharma company Pharmatrade (Malia group) on 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 healthcare and data protection laws in Lebanon.

• Advised regional TV powerhouse LBCI on several international joint ventures with prominent media groups.

• Advised the Telecommunications Regulatory Authority and the Higher Council for Privatization of the Lebanese Republic on the highly complex project for the privatization of the telecom sector in Lebanon, involving the sale of two GSM licenses to build, own and operate mobile telecom networks and provide mobile telecom services in Lebanon, and the acquisition of existing mobile network operators.

Energy  ●  Project Development and Finance  ●  Government Relations and Public Policy  ●  Real Estate and Construction

• Advised the Lebanese Government represented by the Ministry of Energy on a US$300 Million crucial project to address Lebanon’s crippling electricity crisis through a tripartite gas import agreements between Lebanon, Syria and Egypt, where Lebanon will receive 650 million cubic meters of natural gas, involving a highly complex structure and regulatory framework, including the conditional financing by the World Bank subject to the fulfillment by the Lebanese government of a comprehensive Reform Matrix, and the approval of the United States for compliance with its Syria sanctions regime.

• 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.

• Advising the major Danish-German consortium between leading Danish power plant contractor and operator Burmeister & Wain Scandinavian Contractor A/S (BWSC) and leading German MAN Diesel on two €270 Million EPC contracts for the installation of two medium speed reciprocating engines at the thermal plants in Zouk and Jiyeh owned by Electricity of Lebanon (EDL).

• Advised Novatek, Russia's largest independent natural gas producer (and the seventh largest publicly traded company globally by natural gas production volume) (part of the Total/ENI/Novatek consortium) on the first-ever Exploration and Production Agreement with the Lebanese Government.

• Advised the leading energy group Debbas on the circa US$1 Billion Distribution and Service Provider Contract (DSP) contract for the rehabilitation and modernization of the electricity power grid in Lebanon, including the design, implementation, operation and maintenance of the distribution network and the installation of an advanced metering infrastructure.

• Advised a joint venture between the leading real estate developer GZA Group (Highland Sal) and the biggest UAE property developer Emaar on the development of the multi-million real estate mega-project Beit Misk, built over 655,000 sqm and financed through a hybrid mechanism of convertible debt and equity instruments.

• Advised leading diversified group Malia on a US$10 Million acquisition of a real estate company for the development of the Deir/Natour project, a unique tourist village in Anfeh.

• Advised Saifi Gate on the US$50 Million acquisition from prominent Emirati investment company Abu Dhabi Investment House of a major real estate project involving a sqm180,000 built-up area divided into 8 plots in Beirut’s Central District (Solidere).

Dispute Resolution

• Advised leading TV station LBCI in winning the high-profile and complex multi-million Paris and London-seated ICC arbitration cases against the largest Arab media group Rotana. The Firm acted as co-counsel with international law firm Linklaters, with Hogan Lovells representing Rotana.

• Advised the consortium between leading energy companies Danish-BWSC/German-MAN Diesel on the high-profile multi-million ICC arbitration case against the Republic of Lebanon in relation to the €270 Million FIDIC EPC contracts for two thermal power plant projects.

• Advised leading Lebanese bank IBL on a major US$100 million BCCI arbitration case against Iraq Telecom Limited with a critical impact amidst Lebanon’s unprecedented banking crisis, involving multiple jurisdictions, namely Iraq, Lebanon, the UAE, and the US, and ancillary attachments lawsuits in Lebanon and New York. The Firm acted as co-counsel with global law firms Mayer Brown and Dechert, while Iraq Telecom was represented by three international law firms, namely White & Case, Jones Day, and Gibson, Dunn and Crutcher.
  
  
• Advised a leading financial institution on a multi-million BCCI arbitration case against an investor involving complex banking and capital markets regulations amidst Lebanon’s unprecedented banking crisis. 

• Advised leading investment fund MEVP in winning the highly complex BCCI arbitration case related to the shareholders’ dispute of the pioneer book discovery platform Bookwitty, which geared attention due to its significance in the context of Circular 331 issued by the Central Bank of Lebanon aimed at boosting Lebanon’s knowledge economy.

• Acting as Lead Counsel spearheading a global defense team of prominent international law firms in more than seven jurisdictions, the Firm advised Carlos Ghosn, the notorious former CEO of the Renault-Nissan Group, on over 15 high-profile globally mediatized legal cases opposing him to Nissan/Renault and related parties.

• Advised Bankmed on Lebanon’s largest ever US$1 Billion highly complex settlement of several connected multi-jurisdiction banking lawsuits against major international oil trader IMMS.

• Advised the Central Bank of Lebanon on a highly complex lawsuit challenging the legality of Circular 151 related to the withdrawal of USD deposits in LBP, a first-of-its kind critical capital control regulation issued by the Central Bank amidst Lebanon’s unprecedented financial and banking crisis and its impact on the fluctuation of currency exchange rates.

• Represented global Big Four audit firm Ernst & Young in a major critical lawsuit involving the challenge of its audit of the accounts of Lebanon’s Central Bank (BDL) amidst Lebanon’s unprecedented financial crisis.

• Advised the leading financial technology payment solutions company Areeba (M1 Group) on a multi-million complex lawsuit against the Casino Du Liban involving a dispute over the dual-currency of “fresh” and “local” US Dollars amidst Lebanon’s unprecedented financial crisis and its impact on the fluctuation of currency exchange rates.

• Advised the Lebanese Canadian Bank (under liquidation) on the complex US$10 Million settlement of a breach of trust and embezzlement lawsuit related to the sale of shares in Qatar First Investment Bank.

• Advised the Abou Zeid family on the US$33 Million settlement of a lawsuit against leading wealth management financial firm FIDUS involving complex portfolio management mandates.