Steve Chemaly

Head of Knowledge, South Africa; Director
Norton Rose Fulbright South Africa Inc

Johannesburg
South Africa
T:+27 11 685 8896
Johannesburg
South Africa
T:+27 11 685 8896
Steve Chemaly

Steve Chemaly

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Biography

Steve is a senior director in our banking and finance team, and is also the Financial Institutions headlight leader (South Africa) and Regional Head of Knowledge (South Africa). Steve specialises in trade and cross border commodity finance, leveraged debt restructures, acquisitions and leveraged finance, sales and purchase of receivables, pre-export finance, borrowing base facilities and preference share funding. In the context of a leveraged debt restructure Steve has an excellent working knowledge of the South African business rescue and insolvency provisions, the companies act, and the inter relationship between the senior debt,  the mezzanine debt and the hedge providers under the inter-creditor arrangements.

Our banking and finance, trade finance and commodities team, of which Steve is the senior South African partner, won the 2015 award for the 'Best trade finance law firm in Sub-Saharan Africa - Global Trade Review'.

Steve is a regular presenter on Loan Market Association (LMA) educational courses offered to lawyers in South Africa from time to time and is the LMA's designated draftsperson for LMA documentation in South Africa and is passionate about Fintech and its impact on the way business and finance will be accessed in the future.

Steve joined us on 1 July 2013 from Nedbank Capital, a Johannesburg based Investment Bank and part of the Nedbank Group where, over a period of 15 years, primarily as a senior legal advisor, he was involved in many of Nedbank's material banking and finance transactions.

Steve is a past director of the African Loan Market Association (ALMA) (which has since merged into the LMA) and was one of the first directors appointed by banks to the Board of the ALMA.  He is also a past Executive Member of the Corporate Lawyers Association of South Africa (known as Clasa).

Steve graduated with a B Com LLB from the University of Cape Town and qualified as an Attorney (South Africa) in 1991.


Professional experience

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Steve graduated with a BCom LLB from the University of Cape Town.

 

  • Investec and Nedbank – 2020 – Lenders Legal Counsel to Investec Bank Limited and Nedbank Limited for the change in Management Agent for the Kerzner Gorup, and the assignment of the rights and obligations of the applicable Management Agreement, in relation to the historical funding and debt restructure for the One & Only hotel, Waterfront, Cape Town
  • Société Générale and Crédit Agricole - 2020 - establish and create a US$1B possessory pledge over oil stored in storage tanks at Saldanha Bay, by Mercuria Energy Trading, including the creation of a parallel debt arrangement in order to provide the foundation for an appropriate shared security arrangement, including the drafting of an inter-creditor
  • Absa Bank Limited - 2020 - US$ 80m uncommitted, secured, multi-tiered, multi-currency borrowing base commodity finance syndicated facility in favour of Trafigura Pte Ltd, including the establishment of South African law and English law securities and security structures
  • Absa Bank Limited - 2020 - Advised a major, registered South African bank on the taking of South African law security in respect of a US$50,000,000 Standby Letter of Credit and Loan Facility Agreement provided to an international oil and commodities corporation
  • RFW Lonmin Investments Limited (BVI) 2020 – Sibanye Stillwater unwind of a US$50m Metals Purchase Agreement implemented in 2016 involving RFW Lonmin, Eastern Platinum, Western Platinum and Lonmin Limited (UK)
  • Absa Bank Limited – 2020 – Uncommitted, secured, US$15m borrowing base cross border structured trade finance facility by a major registered South African Bank in favour of a major commodity trader registered in the DMCC
  • The Standard Bank of South Africa Limited - 2019 - On brief from our London office, advised SBSA on the taking of a US$40m pledge over commodities stored in warehouses situated in South Africa by Premium Tobacco International , a major commodity trader registered in the DMCC, in respect of a revolving trade pre export financing facility
  • EGI and Group Five - 2019 - On brief from our Paris office, acted for an acquiring company, being a large French based multi-national with experience in the management of projects and toll roads. We provided legal services in connection with this company's proposed acquisition of Group Five's motorway assets in Europe and Africa (Group Five) being a company in business rescue), including preparation of documents for the sale and bidding process, advise on the business rescue process, engagement with the business rescue practitioner and other stakeholders, the undertaking of a due diligence and an analysis and impact assessment in respect of the security arrangements, and highlight material issues
  • Nedbank Limited – 2019 – US$10m uncommitted, secured borrowing base facility commodity finance loan in favour of a globally significant USA Tennessee based trade and commodity finance group
  • Nedbank Limited 2019 – US$35m uncommitted, revolving secured borrowing base financing facility for the issue of standby letters of credit and for the drawing of short term money market loans
  • Hellman Worldwide Logistics 2019 – Acted for Hellman Group, a global logistics group, in relation to a R300M trade receivables structured securitisation for its South African subsidiaries, funded by RMB
  • HSBC Bank - 2018 - SA counsel to HSBC Bank plc - Johannesburg branch, in relation to its US$ SA debt arrangement with Group Five arising from demands made under a performance guarantee
  • Nedbank CIB - 2018 - lead deal counsel to Nedbank CIB for the drafting and preparation of 2 x US$ borrowing base facility agreements required to fund trade and commodity finance transactions for each of Kendral International Corporation and Premium Tobacco International DMCC
  • Mercuria - 2018 - lead SA counsel for the participation of Mercuria in the SA security arrangements in relation to a US$750m global borrowing base facility agreement, globally led by NRF LLP (London office)
  • The Standard Bank of South Africa - 2018 - Lender Counsel to a consortium of South African banks including The Standard Bank of South Africa, Investec Bank, Absa Bank, HSBC and RMB, to provide bridging loan funding to Group Five Construction Proprietary Limited. Part of the scope of work involved the negotiation and preparation of the finance, standstill and intercreditor arrangements, including due diligence (for banking and security purposes) of the off shore group structure and companies
  • Absa Bank Limited - 2018 - as an advisor to the consortium of SA banks led by Absa Bank Limited  (and which included Nedbank and others) implement and advise on a debt and security restructure arrangement for Aveng Group
  • Barak Credit Solutions/Mbiza Trading - 2018 - draft and negotiate a master sale and purchase of receivables (English law and South African law versions prepared) between 2 Mauritian entities, for implementation of a sale and purchase of receivables arrangement in Mauritius, and the supervision of the security arrangement implemented by Local Counsel
  • Absa/Tharisa Minerals 2016-2018: Draft and negotiate a purchase and sale of receivables agreement in respect of an Impala Platinum mining commodity and related agreements and address all hedging related issues
  • Edcon 2016/2017: On brief from Shearman and Sterling LLP, advised a group of hedge fund senior lenders of Edcon, known as the 'DOP Lenders', comprising, inter alia, of Absa Bank Limited (as Agent and DOP Lender), JP Morgan and Investec Bank Limited. This role involved working with Absa's lead counsel in London, Shearman and Sterling LLP, and close interaction with Absa Bank's legal team together with Absa colleagues in the business support and recoveries team
  • Edcon 2016/2017: Lead counsel to Absa Bank Limited (as a Lender in various debt categories). In this role, we provided general legal advice regarding the restructuring of Edcon group debt to Absa bank Limited in its various capacities, including to Absa Bank Limited as part of the group of DOP lenders
  • Edcon 2016: South African Lead Counsel on brief from Reed Smith LLP for Bank of New York Mellon (as Trustee, Transfer Agent and Principal Paying Agent for various noteholders) to advise on restructure aspects
  • 2016: Lead Counsel to Natixis and Contango Trading, for the purpose of the review and settlement of a US$164 million English law sale and re-purchase arrangement in respect of crude oil stored at Saldahna Bay, in SA, including the review and settling of storage and agency agreements and the review and settling of guarantees issued by UAE located guarantors, and the issue of legal opinions in respect thereof. This matter involved matters of SA law, English law and UAE law, and hence, the co-ordination of a cross jurisdictional Norton Rose Fulbright team involving SA lawyers, English lawyers and UAE Counsel
  • Kipoi Copper Project - 2016: On brief from our Perth office, advised ASX-listed Tiger Resources on the South African law aspects of its US$162.5 million senior debt restructure facility with the International Finance Corporation, the private arm of the World Bank Group, and Taurus Mining Finance Fund to finance the Kipoi Copper Project in the Democratic Republic of Congo
  • Chevron Global Energy Inc (CGEI) and Chevron SA - 2016: give advice in relation to, the restructuring of the applicable preference share funding instruments with the view to advancing/extending the BEE empowerment objectives of CGEI and Chevron SA
  • Edcon 2015: Advised Barclays Limited and Absa Bank Limited (Revolving Credit Facility, Term Lenders and Hedge Providers), in relation to the multi-tiered debt restructuring of Edcon Limited and Edcon Holdings Limited
  • Investec and Nedbank - 2014: Lenders Legal Counsel to Investec Bank Limited and Nedbank Limited for the debt restructuring of the funding for the One & Only hotel, Waterfront, Cape Town
  • Primedia Debt Restructure - 2014: SA Legal Counsel to the Sponsor, being GoldenTree Asset Management and its various funds together with Avenue Europe Investments, LP in relation to the debt and capital restructuring of Primedia Holdings Proprietary Limited.  The complicated capital structure including various classes of shares was restructured, debt was converted to equity and new debt was injected into the structure.  This involved schemes of arrangement and shareholder voting as well a consideration of the liquidation and business rescue scenarios
  • Peermont Debt Restructure - 2014:  SA Legal Counsel to the Sponsor, being GoldenTree Asset Management and its various funds in relation to the debt and capital restructuring of the Peermont Group.  The complicated capital structure including various classes of shares was restructured, equity was restructured and new debt was injected into the structure.  This also involved the negotiation and review of, and the later subscription for notes by GoldenTree Asset Management and its various funds, for notes under the terms of an Indenture Trust Deed governed under New York law
  • Nedbank Group Limited - 2014: Legal counsel to Nedbank Group Limited (NGL) in the preparation of the loan funding and security documents required for the implementation of an ISDA option arrangement in favour of NGL, in respect of a West African listed company, and which involving a consideration of cross-jurisdictional regulatory issues
  • Project Kudu: Legal Counsel to Lenders (Nedbank) in its ZAR2 billion funding of the acquisition by KTH of 49% of Kagiso Media, a JSE listed company.  Prepared and advised on most aspects of the Finance, Security and Hedge Documentation, and navigated all applicable Companies Act/JSE/Take-over regulations panel requirements in relation to the Offer, the issue of guarantees and the closing settlement process
  • Project Mamba:  Legal Counsel to Nedbank (as MLA) on a supervisory brief, and thereafter, for the more recent amendments as lead Counsel to Lenders.  This was a ZAR1 billion syndicated, infrastructure, project financing of the funding of the Mamba cement company
  • 2013/2014: SA legal counsel to the foreign lender banks (including Bank of America, Merrill Lynch and Banco Santander) in re: the proposed ZAR6 billion debt funding of CFR for the proposed acquisition by CFR of Adcock Ingram, a SA JSE listed company. This also involved an escrow arrangement for the foreign banks as well as the navigation of all applicable Companies Act/JSE/Take-over regulations panel requirements in relation to the Offer, the issue of guarantees and the proposed closing settlement process