Steve Chemaly

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

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.

 

  • HSBC Bank - 2018 - SA counsel to HSBC Bank plc - Johannesburg branch, in relation to its US$ SA debt arrangement with Group Five Construction Proprietary Limited 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.
  • Absa Bank Limited - 2018 - SA counsel to Absa Bank Limited in relation to various items of own account work, including the compilation and finalisation of a comparative guarantee and enforcement study covering 9 jurisdictions.
  • 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 as an advisor to the consortium of SA banks led by the Standard Bank of South Africa implement and advise on a debt and security restructure arrangement for Group Five Construction Proprietary Limited.
  • Absa Bank Limited - 2018 - as an advisor to the consortium of SA banks led by Absa Bank Limited 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.
  • Absa/Tharisa Minerals 2016-2018: Draft and negotiate a purchase and ale of receivables agreement in respect of an Impala Platinum mining commodity and related agreements and address all hedging related issues.
  • Edcon 2016/2017: Senior support to South African Lead Counsel, on brief from Shearman and Sterling LLP, for 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; and
  • 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).
  • 2016: Lead Counsel to Natixis and Contango Trading, for the purpose of the review and settlement of a US$164 million English law swale and re-purchase arrangement in respect of crude oil stored 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 us of a cross jurisdictional Norton Rose Fulbright team involving SA lawyers, English lawyers and UAE Counsel.
  • Kipoi Copper Project - 2016: advised ASX-listed Tiger Resources on the South African law aspects of its US$162.5 million senior debt 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: As a senior member of the Norton Rose Fulbright South Africa lead advisory team, restructure and give advice in relation to, the applicable preference share funding instruments with the view to advancing/extending the BEE empowerment objectives of CGEI and Chevron SA.
  • Edcon 2015: Senior support to SA Legal Counsel to 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.
  • 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.
  • 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 AmericaMerrill 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 ecrow 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.

Experience prior to joining Norton Rose Fulbright in July 2013

In his capacity as Senior Legal Advisor to Nedbank Capital, a division of Nedbank Limited:

  • Nedbank's US$2 billion European Medium Term Note Programme.
  • ZAR5.2 million Term Loan and 350M Capex Facility for Afrisam (South Africa) Proprietary Limited.
  • ZAR500 million Preference Share Funding Facility for Shanduka Group.
  • ZAR2 billion Revolving Credit Facility for Gold Fields.
  • ZAR600 million Term Loan Facility for Times Media.
  • Private Equity Funding of a BEE Consortium to acquire 51% shareholding in Spring Lights Gas.
  • ZAR1 billion Project Finance Facility for Tharisa Minerals.
  • ZAR2.4 billion Preference Share Facility for Royal Bafokeng Holdings.
  • Sole MLA for Preference Share Funding in relation to the successful merger of Kagiso Trust Investments and Tiso Group.
  • Joint MLA for the US$ 2 billion Pre-Export Receivables Backed Facility for Ghana Cocoa Board.
  • A US$100 million Revolving Trade Finance Loan Facility for Olam International Limited.
  • ZAR130 million Bridge and Preference Share Facility for Pinnacle Holdings Limited.
  • One of several Mandated Lead Arrangers for US$3.5 billion Senior Borrowing Base Facility for Tullow Oil PLC.
  • ZAR132 million Structured Trade Finance Facility for First Cape Vineyards (among Global Trade Review Best Deals for 2009).
  • US$40 million Trade Finance and FEC Facility for ED&F Man.