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). He is both English law and South African law qualified.

Steve specialises in trade and cross border commodity finance, guarantees and letters of credit, 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 agreements.

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".


Professional experience

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

 

  • Solicitor qualified in England & Wales 2023
  • Development Bank of Southern Africa - Steve Chemaly is Lead Counsel for the DBSA for the purposes of the preparation of a preference share subscription agreement and terms, the creation and issue of Class A convertible and Class B redeemable preference shares, the negotiation of the investment transaction, the preparation of the shareholders agreement, the amendment of the MOI and all other steps necessary to give effect to this investment.
  • Accenture South Africa (Pty) Limited - the preparation of the preference share subscription and terms agreement necessary to give effect to the funding required for a leveraged corporate acquisition, the creation and issue of the preference shares, the settling and review of the MOI and the closing of the transaction necessary to give effect to the corporate objective.

  • Absa Bank Limited - Steve Chemaly was Lead Lenders Counsel on behalf of a SA bank, to advise on, and to prepare documents for, an English law US$15m Inventory (in transit and warehoused) loan facility, with supporting security documents given under English law, South African law and Nigerian law, on behalf of a Borrower established in Hong Kong and a Guarantor established in Singapore. A feature of this deal was the Term SOFR benchmark requirement on account of the probable discontinuance of USD LIBOR.

  • Absa Bank Limited - Steve Chemaly was Lead SA Lenders Counsel to give SA law advice on, and to prepare, the SA linked securities and funds flow arrangements in the context of an English law governed US$50m Standby Letter of Credit and Loan Facility Agreement, principally drafted by our EMEA/ London office, and the marking up of such loan facility to give effect to SA specific legal requirements.

  • Absa Bank Limited - Steve Chemaly was Lead Lenders Counsel to advise on, and to prepare, a US$15m uncommitted English law, secured, borrowing base cross border structured trade finance facility for a UAE, DMCC based Borrower, guaranteed by its BVI incorporated parent company, and secured by the pledge and assignment of assets in South Africa and Mauritius. Securities and legal opinions were prepared, managed and/or supervised, under South African, English, BVI, UAE DMCC and Mauritian law. 

  • Absa Bank Limited - Steve Chemaly was Lenders Legal Counsel on behalf of an SA Bank, in respect of the preparation and negotiation of an English law USD facility for the financing of commodities to be stored and traded in the United Arab Emirates (UAE), on the Dubai Multi Commodities Centre's (DMCC) Tradeflow trading platform in the UAE, and the management and/or co-ordination and/or preparation of sale, pledge and other security arrangements to be given under English law and /or UAE (DMCC) law, as applicable.

  • Nedbank Limited - Steve Chemaly was Lenders Legal Counsel on a USD cross border English law trade finance transaction, whereby the SA Bank provided a senior uncommitted borrowing base English law revolving facility to a UAE, DMCC Borrower, for purposes of financing of the working capital requirements needs in respect of its receivables related to its bunkering in West Africa, with a Facility A for the issuance of letters of credit and standby letters of credit and a Facility B for the drawing of short term money market loans, with an overall cumulative limit of USD 35 million across both tranches. Steve Chemaly advised the Lender through this process, and advised on, and drafted the English law governed facility agreement and the English law governed deed of assignment over receivables and a charge over bank accounts and reviewed and advised on a DIFC law assignment of insurances with the assistance of local counsel in UAE /DIFC, which is the place of registration of the Borrower, and local counsel in the Denmark, which is the place of registration of the parent company guarantor.

  • Nedbank Limited - Steve Chemaly acted as Lenders Counsel for a SA Bank on a cross border trade finance transaction, whereby the Bank provided a senior uncommitted borrowing base English law revolving facility to a leading global tobacco producer based in Mauritius (as Borrower) for purposes of financing of packed and processed tobacco. Steve Chemaly prepared and drafted the English law governed finance document and ensured that the supporting security documents complied with Mauritian local law and the federal laws of the USA including the laws of the State of Florida and the State of Tennessee.

  • Societe Generale CIB – Steve Chemaly represented, and led the transaction for, the banking consorting comprising the Paris Offices of 2 foreign banks. This bank consortium collectively made available uncommitted English law governed funding in excess of US$1 Billion to their global energy trader (Borrower). The crude oil belonging to the Borrower was stored in a designated tank, in the terminal area of Saldahna Bay, Western Cape, under the storage management of a Storage Manager. Steve Chemaly's role was to review the underlying facility arrangements for the purposes of the preparation by him of an English law Inter-creditor deed governing the relationship of the Lenders with each other, the preparation of a South African Pledge Agreement, the establishment of an English law parallel debt obligation in favour of the Security Agent to provide a cause of debt as a solution for the shared pledge arrangements, and the review of the applicable SA storage and other arrangements necessary for the perfection of the SA pledge. The unique feature of this transaction was the concept of a 'parallel debt' obligation in the English law governed Inter-creditor Deed, created by the Borrower in favour of the Security Agent. This allowed for the pooling of the pledged commodity in the hands of the Security Agent in its own right, as opposed to in the hands of a Security Agent in its capacity as a representative of the Lenders as pledgees, and this fulfilled a requirement under SA law. The deal was closed using 'virtual closing" and electronic signing principles and processes.

  • Investec and Nedbank - Lenders Legal Counsel to Investec Bank Limited and Nedbank Limited for the change in Management Agent for the Kerzner Group, 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.

  • Absa Bank Limited –  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.

  • RFW Lonmin Investments Limited (BVI) – Sibanye Stillwater unwind of a US$50m Metals Purchase Agreement implemented in 2016 involving RFW Lonmin, Eastern Platinum, Western Platinum and Lonmin Limited (UK). This was a highly publicised transaction.

    2019

  • The Standard Bank of South Africa Limited - SA Counsel to a consortium of South African banks providing 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 inter creditor arrangements, including a due diligence (for banking and security purposes) of the off shore group structure and companies.

  • The Standard Bank of South Africa – On brief from our London office, dvised 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 – 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 – 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 – 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 – 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.

    2018

  • HSBC Bank - 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 - 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 - 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).

  • Absa Bank Limited - 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 - 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 - 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.

    2017-2013

  • Edcon - 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 - 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 - 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.

  • 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 - 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 - 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 - 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 - 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 - 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 - 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.

  • 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.

IFLR 1000 (2021) - highly regarded for banking and finance

IFLR 1000 (2022) - highly regarded for banking and finance


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