Neale Downes


Senior Counsel

 

Overview

Neale Downes is a banking and finance lawyer in the London office of Locke Lord LLP where he focuses on structured finance (including securitisations and asset-backed and asset-based lending), acquisition finance, trade finance (including Islamic trade finance), project, construction and development finance and in particular, Islamic Finance. He has over 25 years of banking and finance, corporate/M&A, funds, real estate finance and development and projects & construction experience, including 15 years working in MENA/emerging markets, with regular exposure to structuring and working on all aspects of complex, multi-source financed, "first of kind" infrastructure and development projects.

Neale also has extensive experience of structuring and working on a range of banking, corporate and construction/development projects in the Islamic finance arena (including sukuk and other structured products). Additional experience of working on a range of corporate/M&A and private equity transactions and structuring and documenting the establishment of funds and other collective investment structures - both conventional and Shari'ah compliant.

Neale has been named on a number of occasions as a leading practitioner in the field of Banking and Finance (and Islamic finance in particular) in the Global Chambers and Partners' Guide to the Legal Profession and the Legal 500.

Representative Experience

Project Finance

  • Acted for the Saudi Binladin Group (SBG), in connection with the US$205 million limited recourse project financing, on an istisna'a and forward lease (ijara fil thimmah) basis, of the Hajj Terminal Complex at King Abdulaziz International Airport in Jeddah. The deal was wholly Islamically financed and utilised a novel structure, involving the sale and leaseback of concession rights and other intangible assets
  • Acted for the sponsors on the Islamic tranches of both the US$2bn Shoiaba and US$1.9bn Shuqaiq IWPPs project financings, in the Kingdom of Saudi Arabia
  • Acted for the sponsors (including International Power and GDF Suez), as Bahraini counsel, on the limited recourse project financings for the Al Ezzel and Al Hidd IWPPs, in the Kingdom of Bahrain
  • Advised Naseej BSC(c) and its co-sponsors on negotiations with the Ministry of Housing and the Ministry Of Finance of the Kingdom of Bahrain, in connection with the concession to build and manage (on a BOT basis) 3500 social housing and low cost housing units for Bahrain’s first social housing PPP and then advising on structuring for the US$500m Islamic financing and US$350m equity financing of the project
  • Acted for Energy City Development Company WLL in connection with the US$215m limited recourse musharaka financing for the construction and development of Energy City Qatar, in the Lusail area of Qatar
  • Acted for ASC on the US$63m Islamic project financing for the construction and development of a raw sugars refinery in Al Hidd in the Kingdom of Bahrain, including the negotiation of all finance documents, feedstock supply (from Bunge AG), construction contracts and off-take agreements
  • Acted for JANA, a downstream petrochemicals company, in connection with a US$90 ;million syndicated murabaha facility arranged by SAMBA Financial Group, Saudi Hollandi Bank, The National Commercial Bank and APICORP, to be used to part finance project costs relating to the expansion of JANA's epoxy and caustic soda production plants in Jubail, KSA
  • Acted for HSBC Bank Middle East Limited (HSBC ME), Dubai and HSBC ME, Bahrain, as facility agent and security agent respectively, in connection with a US$42 millionsecured and guaranteed dual currency, term loan facility made available to Bahrain Ferro Alloys BSC(c) (BAFA) and Bahrain Electricity & Supply Transmission WLL (BEST), for the acquisition, expansion, modernisation, construction, and expenditure relating to BAFA’s ferro alloys plant and BEST’s (2x 24 MW) gas turbine captive power plant, both located in the Hidd Industrial Area, Bahrain.
  • Acted for the developer and the seller/obligor on the parallel istisna’a financing and development of the Bahrain World Trade Center
  • Acted for Bahrain Bay Development (a joint venture between Arcapita Bank BSC(c) and Premier, the investment office of the King of Bahrain) on the landmark $4 billion Bahrain Bay Development mixed use real estate development project
  • Acted for Arcapita Bank B.S.C.(c) and its various JV partners in connection with the development and Shari’ah compliant equity and “debt” financing of the Riffa Views, Victory Heights and Legends developments in Bahrain and Dubai

Corporate

  • Acted for Al Jomaih Investments Limited (a vehicle of the prominent Saudi family group) in connection with the acquisition of the whole of the issued share capital of Bahrain Steel Industries Company BSC(c) (“BASIC”), a Bahrain based company that acted as the holdco of Bahrain Ferro Alloys WLL (“BAFA”) a rolling mill producer of steel rebar and Bahrain Electricity Supply & Transmission WLL (“BEST”), its captive electricity provider
  • Acted for Infra Capital Investments PJSC, an Abu Dhabi based investment company in connection with its US$25m investment in Amydis, Inc. a US based corporation developing an early stage testing product for amyloid disease, including CJ
  • Acted for the IDB Infrastructure Fund LP, in connection with various minority shareholder level investments in a number of Middle Eastern and Asian infrastructure projects
  • Acted for Middle Eastern backed fund, domiciled in the Cayman Islands, in connection with the potential acquisition from the administrators appointed by the Bank of Italy, of a controlling stake in an SME focussed Italian bank and factoring business

General Islamic finance

  • Advised Etihad Etisalat, the mobile telecoms company, on what was then the world's largest ever Islamic financing. The US$1.6 billion murabaha funded the winning US$3.5 billion bid for Saudi Arabia's second GSM and 3G mobile telecom licences
  • Acted for GFH on multiple commodity murabaha and wakala fiancings, including its US$100m murabaha financing with Citibank, separate convertible murabaha financings with Deutsche and Alden Capital and many smaller inter-bank murabahas with Bahrain and other Gulf based banks
  • Acted for Al Baraka Islamic Bank B.S.C.(c), in connection with developing offering documentation and an underlying suite of documents for a highly innovative rolling programme of issuance of variable return, mudarabah investment certificates
  • Acted for BFH Asset Company as agent/wakil, on a syndicated, secured US$150 million investment wakala (agency) transaction, structured by the Liquidity Management Centre B.S.C.(c) and Emirates Islamic Bank PJSC
  • Advised KHCB on the structuring and documentation of a series of restricted mudaraba investment products to be made available to Khaleeji's institutional and retail clients

Conventional Facilities

  • Acted for Gulf Bank KSCP as incoming lender in connection with a US$ 150 million syndicated, secured, subordinated/mezzanine facility being made available to Panther Media Group Limited (“PMG”), a DIFC incorporated company which acts as the holding vehicle for the group operating the television network OSN across the Gulf region. As well as documenting the facility, also negotiated all relevant security documentation and the complex inter-creditor agreement with PMG’s existing senior syndicate of banks and its senior trade and working capital facility banks
  • Acted for Citibank N.A., Bahrain Branch in connection with a US $200 million secured working capital facility made available to the Saudi based industrial group, Saudi Oger Limited
  • Acted for Gulf International Bank BSC and National Bank of Oman in connection with a US $24.5 million guarantee and advances facility to Oman Investment & Finance Company Limited, an Oman based factoring company, secured by an assignment of factored receivables
  • Acted for Arab Bank plc, in connection with numerous secured and unsecured corporate facilities, including a US $100 million secured working capital facility to Joannou & Paraskevaides Limited, the holding company of the Cyprus based J&P construction group, and certain of its Middle East subsidiaries
  • Acted for Baxter Biotech Holdings AG and its European subsidiaries, in connection with a US$800 million, multi-currency revolving credit facility, arranged by Credit Suisse First Boston

Construction/Development Finance

  • Acted for Bahrain Bay Development on the landmark $4 billion Bahrain Bay Development mixed use real estate development project
  • Advised Capinnova Investment Bank, the Bahrain-based Islamic investment bank and a wholly-owned subsidiary of BBK B.S.C., on a US$ 20 million investment in "Muharraq Mall", a retail construction project in Bahrain
  • Advised BIsB, in connection with its participation as one of twelve Islamic banks and institutions participating, as financiers, with Middle East Real Estate Company, in the US$ 18 million musharaka financing of the Lagoon Development, which is part of the larger Amwaj Floating City Development in Bahrain
  • Acted for Al Maeen Real Estate Co. in connection with the US$75m istisna’a and forward lease financing of the development of the Chedi Golf and Country Club in Oman
  • Acted for Khaleeji Commercial Bank, in connection with the guaranteed and secured diminishing musharaka, istisna’a and forward lease financing for the development of the primary and secondary phases of the campus for Royal University for Women in Riffa, Bahrain

Asset Finance

  • Acted for Targetline Investments Limited, on its financing for the purchase and delivery of a mobile self-propelled drilling rig Drillmec model MR8000 double drum, manufactured in Italy and for use in the oilfields of Libya. Kuwait Finance House made available a US$10m master murabaha facility to Targetline to enable it to finance the transaction
  • Acted for ABC and APICORP, as mandated lead arrangers and lenders in connection with a US$75m term loan facility and a later US$ 39m term loan facility, both of which were extended to Arab Drilling and Workover Company, a Libya based rig-owning company, in connection with the purchase and importation of two 1500HP land rigs from an Italian supplier. The facility was secured by a pledge of the relevant rig and certain spares and ancillary equipment and by an assignment of cashflows from the chartering of the rig on the "spot" market in Libya

Securitisation/Receivables/Asset Based Lending

  • Acted for Morgan Stanley Real Estate as arranger of a US$330m commercial mortgage backed securitisation
  • Acted for Centerline Re in connection with a wrapped securitisation of Japanese auto loans
  • Acted for BankOne in connection with a US$500m asset based facility to EGL, Inc.
  • Acted for Novelis Inc and its global subsidiaries in connection with a US$1bn asset-based facility and a separate US$850m corporate/working capital facility, both arranged by Wells Fargo Bank

Sukuk/DCM

  • Acted for KHCB, in its respective capacities as security agent and trustee, account bank, cash manager and investment manager to Villamar Sukuk Company Limited (VSCL) in connection with the issue by VSCL of US$190m sukuk-al-musharaka, the proceeds of which were to be applied in connection with the construction and development of the "Villamar" real estate project in Manama, Bahrain
  • Advised Ithmaar Bank BSC, the Bahrain based investment bank, in connection with its US$300 million sukuk al wakala transaction. Advised on the structuring of the transaction from a Shari'ah compliance perspective and negotiated and drafted the offering document and supporting transaction documents. (aborted at point of market launch)

Insolvency/Restructuring

  • Led the team appointed to undertake the external administration of The International Banking Corporation BSC(c) (in administration), a bank embroiled in the Al Gosaibi/Maan Al Sanea family disputes and worldwide litigation
  • Advised Arcapita (as part of a team) on possible insolvency and bankruptcy protection options, including UK and Bahrain based schemes of arrangement, administration under the CBB Law and Chapter 11 proceedings under the US Bankruptcy Code

Islamic re-schedulings

  • Advised Gulf Finance House BSC in connection with the rescheduling and restructuring of its US$200m sukuk-al-musharaka and separately in connection with its off-balance-sheet US$100m murabaha and AED330m wakala financings
  • Advised Al Baraka Islamic Bank as sukuk holder of sukuk issued by TID Sukuk Limited, in the context of the larger standstill and rescheduling discussions between The Investment Dar and its various creditor groups and other stakeholders

Other Sukuk re-schedulings

  • Advised a Kuwait based developer/sponsor, in connection with the restructuring and possible rescheduling or refinancing of its sukuk-al-musharaka financing
  • Advised HSBC ME in connection with a rescheduling and refinancing of the BAFA/BEST facility, referred to above

Funds

  • Acted for Global Investment House in the structuring and establishment of, among other funds
    • a US$100m Shari'ah compliant GCC focused real estate fund
    • the "Global Opportunistic Fund I", a US$500m conventional pre-IPO fund, focusing on private equity opportunities in the MENA region
    • the US$300m Global MENA Ijarah Real Estate Fund. This was the first fund registered as an "exempt CIU" under Bahrain's then newly issued Collective Investment Undertakings Regulations
  • Acted for Injazat Capital, a Dubai based fund and asset management and investment advisory business, in structuring and then establishing the "Shefa" fund, a Bahrain-based US$50m Shari'ah compliant pan-GCC private equity fund, established to invest in the healthcare sector
  • Acted for The National Investor Pvt JSC, in its role as sponsor of and manager to a Bahrain-based US$200m pan-GCC real estate fund
  • Acted for Instrata Capital, a Bahraini based investment firm, in connection with the establishment of "Bunyah", a US$450m GCC and MENA focused Shari'ah compliant infrastructure fund

Professional History

  • Partner, Watson Farley & Williams, Dubai, UAE
  • Partner, SGH Martineau, London
  • Partner, Taylor Wessing (Middle East) LLP
  • Partner, Regional Head of Banking and Finance, Trowers & Hamlins, Bahrain
  • Senior Associate, Barlow, Lyde & Gilbert, London
  • Associate, Sidley & Austin, London
  • Associate, DLA Piper, London
  • Associate, Watson, Farley & Williams, London
  • Trainee, Freshfields, London
  • Admitted as a Solicitor in England and Wales (1992)