International law firm, Trowers & Hamlins, has advised Bahrain Development Bank (BDB) as a junior creditor as part of the USD 1 billion restructuring of JBF RAK LLC, a leading multinational plastics manufacturer in the Gulf region, via a UAE onshore restructuring plan.
As part of the holistic restructuring plan under which JBF RAK, originally a subsidiary of listed Indian polyester manufacturing group JBF Industries Limited, exits JBF Industries Limited, ensuring that JBF RAK maintains its own governance, management and independent operations.
The restructuring has been designed to enable JBF RAK to grow its business and create a framework for the Investment and Development Office, the investment arm of the Government of Ras Al Khaimah, to provide strategic support and funding for the business, as well as the potential for the Investment and Development Office to eventually take over full ownership of JBF RAK. Under the plan, the Bahrain and Belgium segment of the business has also been segregated through offshore holding structures to ensure independence from JBF RAK. The landmark transaction is believed to be the first significant debt-for-equity transaction executed under the UAE's revamped onshore bankruptcy law. The matter also involved complex jurisdictional issues spread across the UK, Belgium, Bahrain, the UAE, India and Cayman Islands.
Trowers managed and led on the documentation and negotiation on behalf of BDB for the purpose of settlement of its debts owed by JBF Bahrain WLL the Bahrain and Belgium segment of the business, the intercreditor issues with the group of over 35 other creditors of JBF RAK and JBF Bahrain, and the security release and creation. The role also included providing strategic commercially effective advice to BDB to balance their commercial interest in the wider restructuring scheme. Further, the Trowers team looked at the contention elements in connection with the Ras Al Khaimah court proceedings and its impact on the wider restructuring scheme.
The Trowers team was led by Debopam Dutta, Head – India Desk with financing and restructuring specialist guidance from Partner Salman Ahmed and contentious specialist guidance from Partner Alex Burton Partner, supported by a cross-office team (from Bahrain, London, Oman and Malaysia) comprising Associates Rashi Jain, Abdullah Rauf Puri, Jian-Jie Phang, Elisha Wilson and Lowri Fernyhough.
The BDB team was led by Nareen Ahmed Agha, Head of Legal and Board Secretary with support from Alaa Yaser Aljar, Legal Officer. The Trowers team worked diligently alongside the BDB team at every stage to ensure the successful closing of this complex matter.
Debo commented:
"Successfully navigating the restructuring of JBF marks a significant milestone not only for Bahrain Development Bank, but also for the broader corporate restructuring landscape in the UAE and the wider GCC region. This landmark transaction underscores the strength of our Banking & Restructuring team and the India Desk, which has consistently provided expert guidance on complex cross-border matters, ensuring that our clients' commercial interests are well protected. We are proud to have played a pivotal role in this groundbreaking deal."
Nareen added:
"This landmark restructuring marks a significant turning point for JBF and its stakeholders. We are grateful to Debo and the team at Trowers & Hamlins for leading this from the front and their expertise in navigating the complexities of this cross-border restructuring ensuring a commercially viable outcome for us and all other parties involved."
