Khalifeh & Partners is advising the Public Investment Fund of Saudi Arabia (PIF) on its strategic investment in Capital Bank of Jordan, one of the region’s leading financial institutions with operations across Jordan, Iraq, and the broader Middle East.

K&P’s Khaldoun Nazer (Partner), Dana Mubaidien (Senior Associate), and Moawyeh Tarawneh (Senior Associate) are working alongside Allen & Overy to advise PIF on all Jordanian law aspects of the transaction.

Khalifeh & Partners is providing comprehensive Jordanian legal support on all aspects of the transaction, including regulatory advisory, legal due diligence, and assistance with securing all requisite regulatory approvals to facilitate completion of the investment.

Under the signed subscription agreement, PIF will invest approximately SAR 695 million (JOD 131.2 million) in new shares to be issued by the Bank. The investment will increase the Bank’s total equity to over SAR 3.2 billion (JOD 600 million). Upon completion, PIF is expected to hold a strategic stake of approximately 24%.

This transaction highlights Khalifeh & Partners’ established track record in advising on complex cross-border transactions and its ongoing role in supporting sovereign and institutional investment in Jordan’s financial services sector.

In 2019, Khalifeh & Partners acted for Al Arabi Investment Group “AB Invest”, the Investment Manager of the Jordanian Banks’ SME Investment Fund, in connection with four strategic equity investments in targeted Jordanian companies across key sectors.

In December 2019, Khalifeh & Partners advised on the Fund’s acquisition of a 26% stake in the Eye Specialty Hospital, the first hospital in Jordan dedicated solely to ophthalmology. The team advising on this transaction included Khaldoun Nazer (Partner), Noor Abu Al Samid (Senior Associate), and Saed Obeidat (Junior Associate).

Earlier in 2019, the Fund acquired a 36.4% stake in ATICO Fakhreldin Group, a prominent hospitality holding company in Jordan. Khalifeh & Partners served as legal counsel on the transaction, which involved both a share transfer and a share subscription. The team advising on this matter included Khaldoun Nazer (Partner), Dana Mubaidien (Senior Associate), and Mera Alamat (Junior Associate).

The same K&P team also advised on the Fund’s acquisition of a 46% equity stake in Japanese Flavor Co., a limited liability hybrid food chain, through a capital raise at the company level.

In July 2019, Khaldoun Nazer (Partner) and Siwar Saket (Associate) acted as legal counsel to AB Invest and the Fund on the investment in a 35.63% equity stake in International Company for Outsourcing Services (“Crystel”), a Jordanian multilingual contact centre.

“Working with Khaldoun and the K&P team has been an absolute pleasure,” says Jameel Anz, Head of the Jordanian Banks’ SME Investment Fund.
“The level of commitment and unwavering support we have received from them played a key role in a swift and successful closing of these investments. We will most certainly be engaging K&P in more transactions going forward.”

Khalifeh & Partners continues to advise AB Invest and the Jordanian Banks’ SME Investment Fund on their investment activity across Jordan, supporting the growth of the local SME ecosystem and contributing to broader market development.

Partner Khaldoun Nazer of Khalifeh & Partners has been awarded a Certificate of Appreciation by the Energy Charter Secretariat in recognition of the firm’s contribution to the 2019 edition of the Energy Investment Risk Assessment (EIRA) report.

Khalifeh & Partners was invited by the Secretariat to provide legal and regulatory insights on the Jordanian energy sector, contributing to the evaluation of investment-related risks across key policy, regulatory, and legal frameworks. The firm’s input supported the Secretariat’s preparation of EIRA 2019 — a flagship publication launched on 30 September 2019 under the Albanian Chairmanship of the Energy Charter Conference.

In addition to Mr. Nazer, Associates Siwar Saket and Dana Mubaidien were acknowledged as individual contributors for Jordan.

EIRA 2019 evaluates energy sector investment risks in participating countries, including Jordan, and offers comparative insights on how legal stability, regulatory effectiveness, and market openness are evolving globally. The findings are publicly available via the International Energy Charter’s EIRA platform, which also hosts regulatory updates for all assessed jurisdictions.

Jordan’s engagement with the Energy Charter framework has deepened in recent years. The country ratified the Energy Charter Treaty (ECT) in April 2018, becoming the 51st Contracting Party. In December 2018, Jordan also acceded to the 1994 Protocol on Energy Efficiency and Related Environmental Aspects (PEEREA), committing to clear policy objectives on energy efficiency and environmental impact mitigation.

The Energy Charter Secretariat has affirmed that Jordan’s participation in the ECT is expected to enhance investor confidence, attract foreign capital to the energy sector, and strengthen the Kingdom’s role as a secure and reliable energy transit hub in the region.

Khalifeh & Partners has been awarded the prestigious title of National Law Firm of the Year (Jordan) at the IFLR1000 Middle East Awards 2018, held on 17 October at the Burj Al Arab, Dubai. The awards recognize the most innovative legal work undertaken across the region over the past year, spanning six categories and honoring the firms and teams behind them.

This recognition follows several years of consistent Tier 1 rankings for Khalifeh & Partners by all major legal directories, including Chambers & Partners, IFLR1000, and The Legal 500.

The firm was distinguished for its leading roles across numerous high-profile transactions, including:

• Acting on the USD 1.4 billion Attarat Um Ghudran Oil Shale-Fired Power Plant project;
• Advising on the sale of a 52% equity stake in Jordan Ice and Aerated Water Company (Pepsi Jordan) to CIB Investments SPC Limited;
• Representing ADP in its acquisition of shares in Airport International Group (AIG).

In addition to its corporate and finance work, Khalifeh & Partners was also recognized for its pioneering role in sports and entertainment law in Jordan, including the successful submission of multiple appeals before the Asian Football Confederation (AFC) and FIFA.

The firm also contributed legal insight to the Energy Charter Secretariat, advising on investment barriers and regulatory risks in Jordan’s energy sector—a contribution that supports the Kingdom’s accession to the Energy Charter Treaty, the only binding international framework for cross-border cooperation in the energy industry.

“We are honored to be the recipient of such an award,” says Managing Partner Ala’ Khalifeh. “Khalifeh & Partners always strives to provide the most comprehensive and efficient advice to our clients, and our lawyers receive cross-sector training and experience so that they are able to think critically and innovatively about every transaction. This award speaks to the dedication and diligence of our team, and I couldn’t be more proud.”

Gratitude to K&P’s clients was expressed by Partner Khaldoun Nazer, who says:
“The trust of K&P’s longstanding clients has led us to the top of the legal market in Jordan. We will continue to provide our clients with the excellent services they deserve as we strive to understand their business needs and provide them with tailored legal advice.”

Iyad Hamarneh, Partner and Head of Litigation, added:
“In every corporation, there are several factors that provide a foundation for success. We at Khalifeh & Partners are blessed and proud to have a dedicated and hardworking team who spare no effort and work closely together to establish and maintain the firm’s excellent reputation. Without this team, we could not have won this award. For each one of you, thank you very much for this achievement.”

Khalifeh & Partners extends its sincere thanks to its clients and partners in Jordan and internationally for their continued trust and collaboration, and congratulates all fellow winners recognized at this year’s IFLR Middle East Awards.

On 21 June 2018, Khalifeh & Partners hosted a working session with delegates from the Energy Charter Secretariat as part of the Secretariat’s official visit to Jordan. The meeting, held at the firm’s offices in Amman, focused on identifying and assessing the key legal, regulatory, and policy-related risks facing investors in the Jordanian energy sector.

The Khalifeh & Partners team was represented by Ala’ Khalifeh (Managing Partner), Khaldoun Nazer (Partner), and Siwar Saket (Senior Associate). The discussion formed part of the preparatory work for the Secretariat’s flagship publication, the Energy Investment Risk Assessment (EIRA), which evaluates investment conditions in the energy sectors of participating countries.

Khalifeh & Partners had previously been invited by the Secretariat to contribute legal analysis and insight on Jordan’s investment framework and regulatory landscape in the energy sector.

Jordan, while not yet a signatory to the Energy Charter Treaty (ECT), holds observer status within the Energy Charter Conference. The Kingdom signed the International Energy Charter political declaration at a ministerial-level summit in The Hague in May 2015 and had earlier endorsed the European Energy Charter Declaration of 1991. Jordan has also completed the necessary technical steps for ECT accession.

According to the Secretariat, Jordan’s ratification of the ECT is expected to enhance investor confidence, attract foreign capital to large-scale infrastructure projects, and strengthen Jordan’s strategic role as a secure and stable energy transit hub in the region—particularly in relation to oil and gas pipelines and regional electricity interconnection initiatives.

The ECT is currently under review by the Jordanian Parliament, and ratification is anticipated in the near term.

The Badiya Power Generation Project has successfully reached financial close, marking a significant milestone as Jordan’s first utility-scale energy storage initiative.

The transaction follows the signing of a restated Power Purchase Agreement (PPA) between Irbid District Electricity Company (IDECO) and Al Badiya Company, a subsidiary of Philadelphia Solar. The project entails an 11 MW expansion of an existing 10 MW photovoltaic (PV) solar facility, positioning the plant as one of the largest of its kind in the region upon completion.

Khalifeh & Partners advised IDECO throughout the negotiation, drafting, and execution of the PPA. The firm’s team was led by Partner Khaldoun Nazer and Associate Dina Issa.

The project, valued at approximately USD 12 million, includes the installation of 34,350 polycrystalline 320 Wp PV panels, integrated with single-axis tracking technology and 12 MWh of lithium-ion battery-based energy storage. This integrated storage capability is a first-of-its-kind development in Jordan’s power sector, enhancing grid reliability and renewable energy integration.

Commercial operations are scheduled to commence in Q4 2018.

Khalifeh & Partners is proud to play a role in advancing Jordan’s clean energy transition and continues to support clients in structuring innovative infrastructure projects that align with the Kingdom’s long-term energy strategy.

Khalifeh & Partners’ Khaldoun Nazer (Partner), Moawyeh Tarawneh (Senior Associate) and Dina Issa (Associate) advised a consortium of sellers on the landmark sale of 85.7% of the shares in Airport International Group (AIG), the concessionaire for Queen Alia International Airport (QAIA), to ADP International S.A. and new co-investors. The transaction is valued at approximately USD 530 million.

Khalifeh & Partners acted for the selling shareholders, which included Abu Dhabi Investment Company, Noor Financial Investment Company, J&P-Avax S.A., Joannou & Paraskevaides (Overseas) Ltd, and Edgo Investment Holdings Limited. The firm worked alongside Clifford Chance LLP (DIFC Office) as international counsel. Freshfields Bruckhaus Deringer LLP and Obeidat Freihat advised the buyers.

Following the transaction, ADP International S.A. acquired approximately 51% of AIG, gaining exclusive control of the concession. Additional new shareholders include Meridiam Eastern Europe Investments 2 S.A.S (Paris) and Mena Airport Holding Ltd (Abu Dhabi). Edgo has retained its co-shareholder position.

QAIA has been operated by AIG since 2007 under a 25-year design, build, operate, and transfer (DBOT) concession agreement. The concession involved extensive rehabilitation works and the development of a new passenger terminal. The project was financed by the International Finance Corporation, Islamic Development Bank, a syndicate of commercial lenders, and shareholder equity. Khalifeh & Partners previously acted for one of the bidding consortia at the project’s inception.

Under ADP’s leadership, the concession is expected to focus on expanding QAIA’s route network, enhancing passenger experience, improving operational performance, and advancing sustainable airport development.