A Summary of Skadden’s Middle East Capabilities 1,700 attorneys 22 offices 50+practices BeijingBeijing / Boston/ Boston / Brussels / Brussels ChicagoChicago / Frankfurt/ Frankfurt HongHong Kong Kong / Houston / Houston LondonLondon / Los/ Los Angeles Angeles MoscowMoscow / Munich/ Munich NewNew York York / Palo / Palo Alto Alto ParisParis / /São São Paulo Paulo / Seoul / Seoul ShanghaiShanghai / Singapore / Singapore TokyoTokyo / /Toronto Toronto Washington,Washington, D.C. D.C. WilmingtonWilmington For more than 60 years, we have advised the business, financial and governmental communities around the world on their most complex, high-profile matters. Introduction Our attorneys provide clients doing business in the Middle East with seamless legal services, advising on corporate, dispute resolution, and investigation matters throughout the region. Skadden’s team of highly qualified lawyers, including native Arabic speakers, are We are known for our utmost committed to serving the needs of clients in the Middle East. For many decades, Skad- dedication to client service, den has been a global leader among law firms in mergers and acquisitions, corporate commitment to excellence, creativity and finance, disputes, investigations and regulatory matters in the region. We focus on resourcefulness in providing innovative complex multi-jurisdictional transactions and disputes, especially those in regulated advice and novel legal solutions. industries and growth markets. Through our integrated practices We operate as an integrated practice without office or jurisdictional boundaries — an and one-firm approach, we provide approach that is critical to the firm’s competitive advantage around the world. Our significant value and cost-efficiencies attorneys have extensive experience managing complex cross-border issues and the by bringing together the exceptional demands of multiple legal and regulatory regimes. breadth of experience needed to satisfy Skadden excels in transaction management and is able to draw upon the best counsel our clients’ business objectives. in local markets, and key expertise around the world, and incorporate it into our team where we do not have a local presence. We often act as co-counsel to deliver the high- The firm represents many of the est levels of efficiencies and value to our clients. We have established strong working largest international companies, relationships with leading, independent Middle East law firms. including approximately half of the Fortune 250. Our lawyers have been instrumental in the development of many key legal innovations in the global market. Skadden is widely credited with leading in the creation of proxy Skadden ranked first in announced voting mechanics, and we were one of the first law firms to advise on contested take- M&A deals by value for Middle East overs at the inception of hostile public M&A in the 1960s. and North Africa in 2017 by Thomson Reuters. Skadden was recognized among the top firms for “client service excellence” according to the BTI Consulting Group’s 2017 “BTI Client Service A-Team Survey of Law Firm Client Service Performance.” Skadden earned 291 practice and attorney rankings in Chambers Global 2017, 55 of which 1,700 LAWYERS 22 OFFICES 50+ PRACTICE AREAS were in the top tier. Mergers and Skadden ranked first in announced M&A deals by value Acquisitions for Middle East and North Africa in 2017 by Thomson Reuters. Skadden is a global leader among law firms in mergers and acquisitions and other corporate deals. The transactional experience of our lawyers, the breadth of our practice and the geographical reach of our offices have allowed us to maintain our leadership position for more than two decades. We represent a broad array of public and private companies, private equity firms and financial sponsors, investment banks, governmental entities, and other institutions and individuals in almost every type of M&A situation. Our M&A experience includes investments into the region, as well as outbound investments by Middle East entities. Selected experience includes representing: - Delta (Two) Limited, an investment entity controlled by the Qatar - The Saudi Arabian Public Investment Fund in its US$3.5 billion Investment Authority, in its US$24.5 billion proposed public bid to investment in Uber Technologies, Inc. acquire the remaining 75 percent stake of J Sainsbury, that it did not already own. - CMS Energy Corporation in the US$900 million sale of CMS Generation Company and ownership interests in Jubail Energy - Dubai Aerospace in its US$436 million sale of Landmark Aviation Company; Jorf Lasfar Energy Company,, Takoradi International to GTCR Golder Rauner and Encore FBO; its US$1 billion acquisi- Company and ST CMS Company to Abu Dhabi National Energy tion of Standard Aero Acquisition; and in its US$766 million acqui- Company PJSC. sition of Piedmont/Hawthorne Holdings from The Carlyle Group. - Alpha Bank in connection with its merger with EFG Eurobank - Egyptian General Petroleum, which is owned by the government and concurrent €500 million equity investment from Qatar Invest- of Egypt, in its US$1.4 billion sale of the exploration, develop- ment Authority. ment and productions rights of Abu Qir Concession, to Edison International; and in its US$303 million sale of four developed - CMS Energy in its US$900 million sale of CMS Generation oil fields in the Gulf of Suez to PICO Group and Kuwait Foreign Company to Abu Dhabi National Energy Company PJSC. Petroleum Exploration Company. - Colony Capital, Whitehall Street Global Real Estate Fund and - Ford/Aston Martin in its US$925 million sale of Aston Martin Providence Equity Partners as special counsel in the consortium’s Lagonda to a consortium comprised of David Richards, John US$3.8 billion leveraged buyout of Kerzner International Limited. Sinders, Investment Dar and ADEEM. - Intel Corporation in its US$15.3 billion acquisition of Mobileye N.V. HIGHLIGHT MATTER - Kuwait Petroleum in Santa Fe’s US$6 billion merger with Global Marine. Altimo (VimpelCom’s largest shareholder) in connection with VimpelCom’s business combination with the - NASDAQ in its US$1.6 billion sale of a 28 percent stake in the emerging markets telecom assets of Weather Investments London Stock Exchange Group to Borse Dubai. S.p.A., a private investment vehicle majority-owned - Nomura Holdings in its acquisition of Lehman’s equities and by Egyptian entrepreneur Naguib Sawiris; and on investment banking units in Europe and the Middle East. Altimo’s US$1.8 billion unsolicited tender offer for a 49 - Och-Ziff in its sale of a 9.9 percent equity stake to Dubai Interna- percent stake in Orascom Telecom Holding S.A.E. tional Capital. - A consortium, sponsored jointly by SK Engineering and Construction - Constellation Hotels Holding Limited, a holding company of the and a Turkish company, in its US$1.4 billion proposed investment and Qatar Investment Authority, in its acquisition of the Claridge’s, development of a road tunnel under the Bosphorus in Istanbul. This Berkeley and Connaught hotels. matter was awarded 2012 “European Deal of the Year” and “Turkish Infrastructure Deal of the Year” by Project Finance Magazine. - Daimler in its €1.95 billion sale of a 9.1 percent stake to Aabar Investments PJSC. - Veritas Capital in its acquisition of Standard Aero Holdings from Dubai Aerospace Enterprise (DAE) Ltd. 4 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Capital Markets Skadden has advised the the underwriters in sovereign bond and Banking offerings by the State of Qatar raising in excess of US$27 billion since 2008. Skadden represents underwriters and issuers in the full range of public and private financings. Our corporate finance practice includes approximately 200 attorneys globally, whose experience extends to all types and combinations of debt and equity instruments and encompasses financings by international companies in markets worldwide. We have advised on a variety of innovative debt issuances for Egypt, Qatar and the UAE, as well as on investments outside the Middle East. Additionally, our attorneys have acted as underwriter/bank counsel on a number of significant sovereign financings. Selected experience includes representing: - BNP Paribas in the development, construction and financing of a - The Egyptian General Petroleum Corporation (EGPC), the Egyp- US$6.5 billion liquefied natural gas project (Qatargas II) for Qatar tian state-owned petroleum company, on six separate financings Liquefied Gas Company. This was a multi-tiered transaction which in both the debt capital markets and the bank markets carried out included an Islamic lease governed by New York law. by monetising long-term commodity sale agreements, raising in - Citigroup and Credit Suisse in its US$1.2 billion financing for aggregate in excess of US$7 billion. Qatar Petroleum. - The Arab Republic of Egypt on three separate sovereign bond - Egyptian General Petroleum in a US$1 billion receivables financing offerings, raising in aggregate in excess of US$6 billion. raised through a syndicated bank facility and in a US$2 billion oil and - The underwriters in five separate sovereign bond offerings by the naphtha-linked financing raised through a syndicated bank facility. State of Qatar, raising in aggregate in excess of US$25 billion. - An affiliate of Fortress Capital in a US$150 million Shari’ah-com- - Shelf Drilling Holdings, Ltd. in its US$600 million Rule 144A/ pliant debtor-in-possession murabaha facility for a subsidiary of Regulation S high-yield offering