Milbank Advises on $1.5B First-of-a-Kind Project Sukuk Issuance by TMS Issuer S.à r.l and $3B Issuance Under Newly Established $11.5B GMTN Programme by GreenSaif Pipelines BidCo S.à r.l

Milbank LLP has advised the managers on the $1.5 billion first-of-a-kind project sukuk issuance by TMS Issuer S.à r.l (“TMS”) (as part of a total $4.5 billion issuance, together with GreenSaif Pipelines BidCo S.à r.l (“GreenSaif”)) for the refinancing of bridge facility entered into in connection with GreenSaif’s acquisition of a minority stake in Aramco Gas Pipelines Company, a subsidiary of Saudi Arabian Oil Company (“Saudi Aramco”).

Milbank advised on the structuring and implementation of this landmark project sukuk structure, which utilises a proportion of GreenSaif’s shares in Aramco Gas Pipelines as the underlying asset in a Wakala-Murabaha structure. The successful sukuk and GMTN Programme (which included a Taipei Exchange-listed Formosa series) uses the international Islamic finance markets, especially in the Middle East and the international bond markets for the financing of equity participations in vital energy infrastructure that is traditionally financed in local or international banking markets.

GreenSaif, owned by a BlackRock-led consortium of financial investors, acquired a 49% stake in Aramco Gas Pipelines Company and has rights to 20 years of tariff payments for natural gas transported through Saudi Aramco’s domestic natural gas pipeline network.

The managers included BNP Paribas, HSBC and J.P. Morgan as global coordinators and joint bookrunners, in addition to a syndicate of joint bookrunners, joint passive bookrunners and co-lead managers.

The Milbank team was led by Global Project, Energy and Infrastructure Finance and Islamic Finance Business Unit partners John Dewar and Munib Hussain and included associates Bader Thabti and Tom Rhys Jones, as well as New York partner Dan Bartfeld. The Milbank European Leveraged Finance/Capital Markets team was led by partner Apostolos Gkoutzinis and special counsel Joji Ozawa, and included associates Lefteris Dafermos, Dionysis Diamantatos, Panos Apostolidis and law clerk Rishi Ray. London Tax partner Russell Jacobs and special counsel Andrew Callaghan advised on the tax aspects and New York partner Catherine Leef Martin and associate Megha Kalbag advised on the Investment Company Act and Volcker Rule aspects.

Mr. Hussain noted: “We are pleased to have worked closely with the managers on the structuring and successful delivery of this landmark project sukuk issuance that will partly refinance the original financing that backed the BlackRock-led consortium’s acquisition of 49% of Aramco Gas Pipelines Company. It is great to see the sukuk markets involved as part of a broader financing solution utilizing a conventional $11.5 billion GMTN Programme.”

Mr. Gkoutzinis added: “We continue to see very significant activity in the infrastructure-linked bond market and sukuk markets and we certainly anticipate that there will continue to be very large bond and sukuk offerings in the future, many in the Middle East and many used to refinance acquisition debt initially raised in the bank market.”