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News Jun 25, 2015

Shearman & Sterling Advises Qalaa Holdings On Asset Exchange Transaction

Shearman & Sterling has advised Qalaa Holdings (Qalaa), an African leader in infrastructure and industry, on an asset exchange transaction with one of its major co-investors, Financial Holdings International Limited (FHI). Under the terms of the agreements signed, Qalaa will acquire from FHI additional stakes in subsidiaries that are core to Qalaa’s future as a holding company and it will simultaneously sell to FHI its holdings in multiple non-core business units.

Specifically, the stakes Qalaa is acquiring are in certain jointly held companies in the energy, cement and transportation sectors, among others. In exchange, it will sell to FHI its interest in certain non-core assets in the retail and real estate sectors, a small and medium capital investment holding company, and will make a cash payment to FHI.

The transaction was signed and announced on 23 June 2015 and is targeted to close in December 2015 subject to certain conditions precedent and customary termination rights. Documents will be held in escrow pending closing and Shearman & Sterling is acting as documentary escrow agent.

Qaala is an African leader in infrastructure and industry. Formerly known as Citadel Capital, Qalaa Holdings controls subsidiaries in core industries including energy, cement, transportation & logistics, and mining.

The Shearman & Sterling team included partner Marwan Elaraby (Abu Dhabi – Capital Markets/ Project Development & Finance), associate Vikki Fabian (Abu Dhabi-Mergers & Acquisitions) and trainee Charlotte Hawkins (Abu Dhabi-Project Development & Finance). Partner Iain Goalen (London-Finance) and associate Josephine Du Sauzay (London-Project Development & Finance) are advising on financing elements of the transaction.