Public Investment Fund of Saudi Arabia and Capital Bank Execute 131.2M JOD Subscription Agreement

AMMAN, JORDAN:  K&P’s Khaldoun Nazer, Dana Mubaidien and Moawyeh Tarawneh are working with Allen & Overy to advise the Public Investment Fund (“PIF”) of Saudi Arabia on a subscription agreement with Capital Bank (the “Bank”), one of the largest banks operating in Jordan, Iraq, and the region.  K&P has provided advice in respect of Jordanian law on all regulatory matters, conducted a comprehensive legal due diligence exercise, and is assisting with securing all approvals needed to complete this transaction.

This week, PIF and the Bank announced the signing of the subscription agreement, which is worth approximately 695 million Saudi riyals (131.2 million JD).  The deal aims to increase the capital of the Bank, raising the total equity to more than 3.2 billion Saudi riyals (600 million JD). Upon completion of the transaction, the Fund will become a strategic investor in the Bank with a share of approximately 24% of the Bank’s capital.

This deal further promotes K&P’s commitment to fostering regional cooperation and investment, strengthening ties, and supporting the growth of the Jordanian economy through sustainable, long-term strategic economic partnerships.

The SME Investment Fund Invests in Four Jordanian Companies

In 2019, Khalifeh & Partners acted for Al Arabi Investment Group “AB Invest”, the Investment Manager of the Jordanian Banks’ SME Investment Fund, to successfully invest in four (4) targeted companies in Jordan.

AB Invest, a leading regional investment banking firm, invests in small and medium-size enterprises (SMEs) through the Jordanian Banks’ SME Investment Fund. In December 2019, Khalifeh & Partners’ team, including Khaldoun Nazer (Partner), Noor Abu Al Samid (Associate), and Saed Obeidat (Junior Associate), worked with the Jordanian Banks’ SME Investment Fund, in completing a 26% ownership in the shares of the Eye Specialty Hospital, the first specialized hospital in ophthalmology in Jordan.

Earlier in 2019, the Jordanian Banks’ SME Investment Fund also invested into a 36.4% stake in ATICO Fakhreldin Group, a leading holding company in Jordan’s hospitality sector. K&P’s team, including Khaldoun Nazer (Partner), Dana Mubaidien (Associate), and Mera Alamat (Junior Associate), worked as legal counsel to advise AB Invest and the Jordanian Banks’ SME Investment Fund on the investment  through a share transfer and share subscription. The team also worked for the successful investment in a 46% stake in Japanese Flavor Co., a Jordanian limited liability hybrid food chain, where the Jordanian Banks’ SME Investment Fund invested in the Target through a capital raise at the company level.

In July 2019, K&P’s Khaldoun Nazer (Partner) and Siwar Saket (Associate) also successfully acted as legal counsel to AB Invest and the Jordanian Banks’ SME Investment Fund in the investment in a 35.63% equity stake in International Company for Outsourcing Services (“Crystel”), a Jordanian multilingual contact centre.

“Working with Khaldoun and the K&P team has been an absolute pleasure,” says Jameel Anz, Head of the Jordanian Banks’ SME Investment Fund. “The level of commitment and unwavering support we have received from them played a key role in a swift and successful closing of these investments. We will most certainly be engaging K&P in more transactions going forward.”

Khalifeh & Partners continues to act for AB Invest and the Jordanian Banks’ SME Investment Fund in its investment opportunities, contributing to Jordan’s growing markets.

Khalifeh & Partners is a full-service law firm that offers comprehensive expertise to our clients across many practice areas and jurisdiction, and is ranked “Tier 1” by Chambers and IFLR 1000. Please visit for additional information about our practice and lawyers.

K&P Awarded “National Firm of the Year”

For the past several years, Khalifeh & Partners has been ranked ‘Tier 1’ by all major legal directories, including Chambers & Partners, IFLR 1000, and The Legal 500. Recently, Khalifeh & Partners achieved the ranking of National Law Firm of the year (Jordan) on October 17th during IFLR 1000’s 2018 Middle East Awards. The event took place at the Burj Al Arab in Dubai and celebrated the most innovative legal work over the past 12 months across six categories, as well as the  teams behind it.


K&P was recognized for the firm’s leading roles on numerous financing transactions, including a number of high-value projects such as the USD $1.4 billion Attarat Um Ghudran Oil Shale Fired Power Plant, in addition to several M&A transactions including Pepsico’s sale of 52% shares to CIB Investments SPC Limited, and ADP’s acquisition of shares in Airport International Group (AIG). The firm was also recognized for its pioneering work in other sectors, including Jordan’s sports and entertainment law through its submission of several successful appeals to the Asian Football Confederation (AFC) and the Federacion Internationale de Football Association (FIFA).  Finally, K&P also advised the Energy Charter Secretariat on the barriers and risks related to foreign investment in the energy sector in Jordan.  K&P’s role is anticipated to support Jordan as it moves to sign the Energy Charter Treaty, the only legally-binding international treaty that establishes a multilateral framework for cross-border cooperation in the energy industry.


“We are honored to be the recipient of such an award”, says Managing Partner Ala’ Khalifeh. “Khalifeh & Partners always strives to provide the most comprehensive and efficient advice to our clients, and our lawyers receive cross-sector training and experience so that they are able to think critically and innovatively about every transaction. This award speaks to the dedication and diligence of our team, and I couldn’t be more proud.” Gratitude to K&P’s clients was expressed by Khaldoun Nazer, who says “the trust of K&P’s longstanding clients has led us to the top of the legal market in Jordan. We will continue to provide our clients with the excellent services they deserve as we strive to understand their business needs and provide them with tailored legal advice.” Iyad Hamarneh, Partner and head of litigation at K&P offers further explanation and praise, saying “In every corporation, there are several factors that provide a foundation for success. We at Khalifeh & Partners are blessed and proud to have a dedicated and hardworking team who spare no effort and work closely together to establish and maintain the firm’s excellent reputation. Without this team, we could not have won this award.  For each one of you, thank you very much for this achievement. ”


K&P would like to thank its clients and partners both in Jordan and abroad for their cooperation and hard work during the past year, and would also like to congratulate all of the winners.


ADP Takes Control of Queen Alia Airport

A team from Khalifeh & Partners including Khaldoun Nazer (Partner), Dina Issa, (Associate) and Mouawyeh Tarawneh (Associate) worked with Clifford Chance LLP (DIFC Office) on the sale of 85.7% of the shares of Airport International Group (AIG), the Concession Holder of Queen Alia International Airport (QAIA). The transaction is valued at approximately USD $530 million. K&P acted for the sellers’ group comprised of Abu Dhabi Investment Company, Noor Financial Investment Company, J&P-Avax S.A., Joannou & Paraskevaides (Overseas) Ltd, and Edgo Investment Holdings Limited, while Freshfields Bruckhaus Deringer LLP and Obeidat Freihat acted for the buyers.

This transaction allows ADP International S.A. to hold approximately 51% of QAIA, and gives it exclusive control of AIG. There are also new co-shareholders in AIG: Paris-based Meridiam Eastern Europe Investments 2 S.A.S and Abu Dhabi-based Mena Airport Holding Ltd, while Edgo retains its co-shareholder status.

In November 2007, under the terms of a 25-year design, build, operate, and transfer (DBOT) concession agreement, AIG became the Jordanian entity responsible for the operation of QAIA. Funding for the project was secured through the International Finance Corporation, the Islamic Development Bank, a syndication of commercial lenders, and shareholder equity. K&P previously acted for a consortium that bid for the project.

The DBOT concession witnessed the rehabilitation of the airport’s facilities, and the construction of a new passenger terminal. Since 2007, it has already increased the capacity of QAIA to host more than 6.2 million passengers, inaugurated a new terminal, and became the second airport in the Middle East to earn the Airport Carbon Accreditation.

ADP’s objectives for the remainder of the concession include strengthening the airport’s route network, improving the quality of service offered to its passengers, enhancing the performance of aeronautical and commercial activities, and ensuring sustainable and social responsible development for the remaining duration of the project.

Khalifeh & Partners is a full-service law firm that offers comprehensive expertise to our clients across many practice areas and jurisdiction, and is ranked “Tier 1” by Chambers and IFLR 1000. Please visit for additional information about our practice and lawyers.

Amazon Sets Sights on Middle East Expansion

In possibly the largest M&A transaction in the history of the Middle East, Amazon recently acquired, the region’s largest online retailer. The acquisition suggests that the Middle East could become a new frontier for online sales.


Selling e-commerce to the masses 

Amazon’s move signals a desire by the internet giant to move into the Middle Eastern market, which is relatively untapped. Some estimates suggest that online sales represent only two percent of the current retail market in the region.

Challenges to the expansion of e-commerce in the Middle East include the logistical difficulties of delivery in a region where many areas lack a developed postal system, as well as a retail culture built on existing relationships and face-to-face interaction.

Entrepreneurs and tech firms should watch Amazon and closely to understand their strategy of popularizing online retail in the region and adopt similar strategies if those of Amazon and prove to be successful.


Emerging competition

Despite the relatively nascent nature of e-commerce in the Middle East and North Africa, competition is already building.

Amazon won the bid for over Emaar Malls founder Mohamed Alabbar, who reportedly offered $800 million for the company.

Noon, an online retailer owned by Alabbar and backed by Saudi Arabia’s sovereign wealth fund, is expected to move into the market with 20 million products and a 3.5 million square foot warehouse in Dubai.

Alabbar also acquired online marketplace JadoPado and online fashion retailer Namshi in two separate transactions in May.

If current estimates prove correct, the market may be big enough to share: analysts at Standard Chartered predict that online retail in the region will grow 30% annually, and consulting agency AT Kearney expects that the GCC e-commerce market could almost quadruple to reach $20 billion by 2020.


Invest, or acquire?

Amazon’s expansion into the Middle East contrasts with its strategy in other developing markets. This includes India, where Amazon has invested billions to grow its presence from the ground up. In comparison to Amazon’s strategy in India, TechCrunch calls the acquisition of “a significant move for the U.S. firm to expand in this inorganic manner in order to move in quickly in the Middle East.”

According to reports, Amazon plans to preserve much of Souq’s existing branding, structure, and management as the companies foster their partnership in the region. The Dubai-based will bring with it a loyal customer base, experienced team, and a tailored infrastructure for payments and fulfillment, and Amazon recognizes this.

Amazon will also inherit’s many solutions to the unique challenges of conducting e-commerce in the region. As Engadget points out, Souq recognized the difficulty of promoting online sales in a region without wide credit card usage. In response, they developed a prepayment card where users top up in retail stores before ordering goods online. Souq also “built a network of local couriers who knows where people live” to address the issue of delivering in areas without a unified logistics platform or system of addresses.

Either of these issues could have proven prohibitive for Amazon’s expansion in the Middle East. However, by recognizing the value of’s regional knowledge, Amazon has maximized its potential for growth in the region while simultaneously demonstrating the advantages for international companies seeking partnerships in new markets, acquire regional expertise, and forge local relationships instead of building a new expansion from the ground-up. It remains to be seen if Amazon’s plan to expand e-commerce in the Middle East will be successful, or if consumers will maintain their preference for brick-and-mortar shops.

Khalifeh & Partners specializes in corporate and financial transactions in the Middle East. Our firm has a depth of experience advising on major M&A transactions in the region.