Joanna Maria El Khoury

Joanna has also represented issuers and underwriters in capital markets transactions including both debt and equity securities offerings as well as sukuk, or sharia compliant bonds. Her experience also includes advising banks, asset managers, and investment funds in complex structured financial products including securities offerings by collateralized loan obligations (CLOs) and real estate mortgage investment conduits (REMICs).

Prior to moving to Dubai, Joanna worked in the Washington, DC, and Paris offices of a top-tier US law firm. She speaks English, French, and Arabic. 

Note: This list includes engagements completed prior to joining Morgan Lewis.  

M&A and Private Equity

• Represented Equitrust Investments (the investment arm of the Choueiri Group) in its $6.5 million Series A investment in Arabyads.
• Represented Wamda Seed Limited in connection with its Series A investment in Eyewa, an online eyewear business in the Middle East.
• Represented a UAE-based pension fund in connection with its $100 million co-investment alongside Brookfield Capital Partners V L.P. in the Power Solutions division of Johnson Controls International PLC.
• Represented a prominent hospital in Saudi Arabia in its acquisition of three healthcare facilities in Jeddah.
• Represented a prominent sovereign wealth fund in its investment in a US institutional equities fund.
• Advised Essilor on US securities law aspects of its $49 billion merger with Luxottica, forming EssilorLuxottica, a global leader in the eyewear industry.
• Represented Natixis as presenting bank in a tender offer by an affiliate of Silver Lake Partners and AltaOne for all outstanding shares in CEGID Group not already owned by the offeror and its affiliates pursuant to French mandatory tender offer rules. CEGID is a leading French enterprise management software and cloud services provider.
• Represented Iraq’s South Oil Company, an affiliate of the Iraqi Ministry of Oil, in its acquisition of Occidental Petroleum’s 29.69% interest in the Zubair Oil Field near Basra in southern Iraq.

Capital Markets

• Advised the underwriters in an SEC-registered offering by Sanofi S.A., a leading global healthcare company, of $2 billion of debt securities.
• Advised Loxam S.A.S., France’s largest equipment rental company, in connection with its €810 million offering of high-yield bonds to fund its acquisition of the Lavendon group plc in the equipment rental industry.
• Advised Vallourec S.A., a world leader in premium tubular solutions, in connection with its €400 million offering of high-yield bonds.
• Advised BNP Paribas in multiple issuances of fixed rate resettable additional tier 1 notes for a total aggregate amount of more than $3 billion.
• Advised BNP Paribas and Banque Fédérative du Crédit Mutuel in relation to several Rule 144A/Reg. S offerings of debt securities under their US MTN programs.
• Advised Crédit Agricole Assurances S.A. in a Reg. S offering of €1 billion subordinated resettable notes in a transaction managed by a syndicate of 13 banks.
• Advised the New York branch of Crédit Agricole Corporate and Investment Bank in establishing its $15 million US commercial paper program.
• Advised ArcelorMittal S.A. in various debt tender offers.
• Advised the Republics of Senegal and Côte d’Ivoire in international bond offerings and concurrent debt tender offers.
• Advised a syndicate of banks led by BNP Paribas and Credit Suisse and including seven other banks as joint lead managers in connection with the €350 million offering of new shares by CGG, a global provider of a wide range of geoscience services, geophysical equipment, and marine, land, and airborne data acquisition services.
• Advised Gecina S.A., one of France’s largest real estate companies, in connection with its €1 billion share capital increase with preferential subscription rights for existing shareholders and concurrent private placement of more than two million preferential subscription rights allocated to it in respect of its treasury shares in an accelerated book-building conducted by a syndicate of three banks as joint bookrunners. The transaction was intended to finance Gecina’s friendly takeover of Eurosic.
• Advised Tikehau Capital, an asset management and investment group, in connection with its €700 million share capital increase with preferential subscription rights for existing shareholders involving an international private placement to institutional investors pursuant to Reg. S.

Structured Finance

• Represented underwriters and asset managers in more than 12 CLO transactions.
• Advised Goldman Sachs as underwriter in monthly offerings of securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac REMICs.

Compliance

• Advised clients in the financial, technology, and industrial sectors on US sanctions–related compliance matters.