International law firm Clifford Chance has advised Port & Free Zone World FZE (PFZW), a wholly owned subsidiary of Dubai World, on its US$2.7bn cash offer for DP World PLC (DP World) and both PFZW and Dubai World on the simultaneous US$8bn refinancing of Dubai World’s existing debt facilities. Dubai World and PFZW are longstanding clients of Clifford Chance. DP World was the largest company by market capitalisation listed on Nasdaq Dubai until its delisting on 23 June 2020 following the successful completion of the offer. PFZW already held around 80% of the shares in DP World and the offer valued the entire share capital of DP World at US$13.9bn. The offer was fully funded by debt facilities. Clifford Chance also advised PFZW and Dubai World on the financing of the offer and the associated US$8bn refinancing of Dubai World’s existing debt facilities, facilitated by a paydown of US$5bn via a financing raised by PFZW and a refinancing of US$3bn by Dubai World. This will allow Dubai World to repay its current commercial bank lenders in full.
The offer is the largest by value for a company listed on Nasdaq Dubai and the third Nasdaq Dubai takeover on which Clifford Chance has advised. The offer is also the first ever M&A transaction to be implemented by way of a scheme of arrangement under DIFC law. The Clifford Chance team drew expertise from various offices across its network and was led by partners Tim Lewis (London Corporate), James McCarthy (Dubai Corporate), Deniz Tas (Dubai Corporate), Robin Abraham (Dubai Finance), Graham Brewer (Dubai Finance), James Abbott (Dubai Litigation), Alex Nourry (London Antitrust), Mark Currell (Sydney Corporate) and Omar Rashid (Riyadh Corporate).
Clifford Chance advises on the Middle East’s most high profile and innovative M&A and financing deals, including recently advising DP World on its US$1,079m acquisition of Topaz Energy and Marine, the Saudi Public Investment Fund on the US$69.1bn sale of its 70% shareholding in Saudi Basic Industries Corporation (SABIC), DP World on several conventional bond and sukuk issuances, as well as a US$2bn ‘green’ loan comprising conventional and Islamic revolving credit facilities.
