Dentons advises Snam on USD10.1 billion consortium investment in ADNOC Gas Pipelines

Dentons advised Italian-based multinational energy infrastructure operator Snam in relation to its agreement, in consortium with several international investment funds, to purchase a 49 percent share of ADNOC Gas Pipelines from Abu Dhabi National Oil Company (ADNOC). ADNOC Gas Pipelines is valued at approximately USD20.7 billion (USD10.1 billion for 49 per cent).

The transaction is one of the most important in the global energy infrastructure sector, as well as Snam’s first acquisition outside Europe. ADNOC Gas Pipelines holds the tariff-based rights for the 38 pipelines that connect ADNOC’s upstream activities to Abu Dhabi’s consumption points and the export and interconnection terminals to neighboring Emirates.

The transaction was financed by a pool of international banks for approximately US$8 billion, plus an equity contribution from each of the consortium members. In addition to Snam, the other consortium members included Global Infrastructure Partners, Brookfield Asset Management, GIC, Ontario Teachers’ Pension Plan, and NH Investment & Securities.

Dentons acted with a cross-border team from Italy and UAE, coordinated by partner Sara Biglieri in Milan. Partners Luca Pocobelli (Rome) and Mhairi Main Garcia (Dubai), counsel Claudio Segna (Milan), senior associate Craig Hughson (Abu Dhabi) and associate Stephanie Hawes (Dubai) advised on corporate and M&A aspects. Partners Alessandro Fosco Fagotto (Milan) and Stephen Knight (Abu Dhabi), counsel Franco Gialloreti, senior associate Tommaso Zanirato and junior associate Giulia Caselli Maldonado (all Milan) advised on financing aspects. Partner Michele Carpagnano (Rome) and associate Giulia Giordano (Rome) advised on the competition and antitrust aspects.

Snam’s internal legal team was led by general counsel, Marco Reggiani – assisted by Michela Schizzi, senior vice president regulated assets legal affairs – and included senior legal counsels Rosanna Pallotta and Claudia Jolanda Fanelli; the legal aspects related to the financing were handled, together with Marco Reggiani, by Gloria Bertini, Head Finance and Capital Market Legal Affairs and Roberta Di Mauro, legal counsel.