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Executing a complex cross-border Tier 2 Notes Issuance for NBK

ASAR advised National Bank of Kuwait S.A.K.P. on its US$300 million Resetting Subordinated Tier 2 Notes issuance – a cross-border transaction requiring coordinated execution across multiple regulatory frameworks and jurisdictions. 

This issuance involved collaboration with leading global financial institutions and international law firms, including Citibank N.A., London Branch and Citibank Europe PLC; and leading international law firms including Allen & Overy, Shearman & Sterling LLP, and Clifford Chance LLP. 

ASAR’s served as local counsel, navigating navigate Kuwait’s legal and regulatory landscape and supporting NBK through all Kuwait law aspects of the issuance. 

This issuance was record-breaking with the tightest pricing ever for a Tier II bond issuance from a GCC issuer.  In addition, the issuance required alignment across multiple legal and regulatory frameworks, each protecting different stakeholders: Companies Law for shareholder protection, CMA regulations for investor safeguards, and CBK regulations for banking sector stability. ASAR integrated these requirements across the prospectus, internal bank documents (including board and shareholder resolutions), and regulatory filings to support a seamless execution.

ASAR’s team included: Rob Little,John Cunha,Emile Hélou, and Mariam Al Rashed. 

To learn more about ASAR’s capital markets and regulatory advisory capabilities, visit our Capital Markets page.

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