$100M+ Capital Structuring

The mandate crosses into $100M+ Capital Structuring when capital decisions reshape governance, control, or long-term risk allocation. At this scale, terms affect board composition, veto rights, financial covenants, and exit pathways. Instruments interact across equity, debt, and hybrids, which demands an integrated architecture. We treat it as infrastructure design, not deal-by-deal fundraising.

We begin from enforceability and regulatory interaction, not tax or convenience alone. UAE mainland, free zones such as DIFC and ADGM, and foreign hubs each carry distinct court systems, regulatory regimes, and perception by lenders and investors. We map counterparties, enforcement routes, and long-term objectives, then fix the holding and financing jurisdictions accordingly. The outcome is a structure that can be enforced and refinanced without jurisdictional surprises.

We work across common equity, preferred equity, convertibles, shareholder loans, mezzanine, senior secured and unsecured term facilities, and revolving lines. The priority is not variety but coherence: ranking, security, covenants, and conversion mechanics must operate as one system. Where required, we incorporate profit-participating instruments and carry structures aligned with family or sponsor economics. Each element is documented to avoid conflict at stress points like default, drag, or exit.

Protection is engineered into voting rights, reserved matters, board composition, and transfer mechanics, not into side understandings. We define hard limits around dilution, leverage, related-party transactions, and strategic asset disposals. Where families require long-term control, we anchor this in shareholder agreements, constitutions, and, if needed, dual-class or controlled entities. Institutions receive clarity on their protections and exit so alignment is contractual, not aspirational.

At this level, covenants and security must satisfy credit committees and regulators while preserving operational flexibility. We structure financial and information covenants around realistic business performance and governance discipline, not theoretical models. Security and guarantees are mapped to enforcement practicality across jurisdictions, including local registration and recognition steps. Intercreditor arrangements are drafted to prevent value destruction when stress events occur.