Nicholas Diacos

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Nationality:Australian

QUALIFICATIONS:

Nicholas has practised as a corporate and finance lawyer in Australia, Papua New Guinea, Oman, the UAE and Saudi Arabia in a broad range of corporate and finance transactions. He holds a BA LLB from the University of New South Wales and is admitted in New South Wales, Western Australia, Queensland and Papua New Guinea. He was seconded to Banque Saudi Fransias General Counsel and included as one of the top 100 in-house counsel in the GCC by Legal 500 in 2015.

He has expertise in:

  • Commercial and corporate law;
  • PPPs, project and corporate finance;
  • Capital markets and derivatives.

In the last five years, his practice has been split between corporate and finance matters.

MAJOR TRANSACTIONS

Major representative transactions include:

PPPs,PROJECT AND CORPORATE FINANCE

Advising in respect of:

  • A cross border secured US$295 million syndicated financing as lender’s Saudi counsel.
  • A SAR 700 million Master Murabaha syndicated financing as lenders Saudi counsel.
  • Various project refinancings with an aggregate value of US$ 11 billion as in-house counsel.
  • Various auto-finance receivables purchase and service agreements for a KSA bank with an aggregate value exceeding SAR 10 billion.
  • Documenting a CMA-compliant SAR 2.5 billion subordinated loan to a KSA bank’s investment bank subsidiary.
  • The project financing of several ships and the taking of security over the ships in a foreign jurisdiction for a KSA bank.
  • Restructuring several loans to major corporates including several syndicated exposures from SAR 250 million to SAR 4 billion.
  • A SAR 250 syndicated facility for a regional borrower.
  • A comprehensive 23 document suite of conventional and Islamic security and facility documents for a KSA bank.
  • A 12 participant Murabaha SAR 880 million facility in KSA.
  • A USD 1.28 billion PPP in the UAE as lenders counsel including conducting a full due diligence.
  • A UAE-based health group on the project financing of a major new hospital in the UAE.
  • Drafting a security agreement and opinion for a project finance 120m Euro facility into KSA for a syndicate of lenders.
  • A secured SAR 95 million Shari’a compliant credit facility for a KSA investment bank.
  • A SAR 250 million syndicated credit facility for a KSA corporate borrower.
  • The sponsors of a new steel mill in Oman on their USD 80 million project finance facility.
  • A formal legal opinion for the Omani subsidiaries of a multinational company for a US$ 250 million capital raising.

CAPITAL MARKETS AND DERIVATIVES

Advising in respect of:

  • The drafting of documents for a major Saudi bank’s Tier 2 SAR 2 billion Sukuk 2015.
  • Compliance issues for major Saudi bank’s2012 Tier 2 SAR 1.8 billion Sukuk program and MTN program.
  • Two potential auto-finance securitisations in KSA.
  • The negotiation and drafting of 60 sets of ISDA documents with foreign bank counterparties to achieve EMIR and collateralization compliance for a local bank.
  • The negotiation and drafting of 30 syndicated bank, and corporate client ISDA’s, CSA’s and Tahawutts.
  • A standard ISDA schedule and local counsel opinion for a major Australian bank for use in Oman.

CORPORATE AND COMMERCIAL

Advising in respect of:

  • The winding down of an insurance joint venture in KSA.
  • Divestment of a KSA bank’s shareholding in a major insurer to its German co-venturer.
  • The establishment of a derivatives trading subsidiary in the Cayman Islands for a KSA Bank.
  • The conversion of a KSA finance company from an LLC to a closed joint stock company.
  • Managing all legal issues in respect of a KSA bank real estate holding subsidiary including acquisitions, divestments and security.
  • Shareholder agreements for various KSA companies.
  • Managing all legal issues arising in respect of a KSA bank’s major shareholding in a middle eastern bank and finance company.
  • The liquidation of a major KSA insurance agency.
  • Providing advice to an Indian entity in establishing a manufacturing joint venture in KSA.
  • The acquisition and financing of several ships for a major KSA company.
  • A joint venture between a KSA entity and an overseas entity to establish a recycling plant in KSA.
  • A KSA investment bank on a SAR 1.5 billion refinancing and acquisition of a major shareholding in a KSA bottling plant by a major foreign beverage manufacturer.
  • Advising a major KSA group on preparation and documentation for an IPO.
  • A USD 10 billion defence procurement.
  • A USD 1.1 billion defence procurement.
  • The asset sale of a SAR 125 million food manufacturing enterprise in KSA to a foreign multinational.
  • The restructure of a USD 24 million foreign investment portfolio, including the enforcement of a guarantee of same by a foreign institutional guarantor.
  • An investment bank on various investment funds in KSA, including the establishment of a real estate investment fund involving several real estate acquisitions.
  • The recovery of USD 20 billion by liquidators arising from a KSA insolvency.
  • A bank on several insolvency administrations each involving over SAR 200m.
  • A UAE investment bank AED 250million private equity raising in Abu Dhabi.
  • The establishment in KSA of a home lending financial institution including drafting a suite of Islamic Finance products.