Hunton Andrews Kurth LLP represented Rabigh Refining and Petrochemical Company (Petro Rabigh) as international legal counsel in connection with a landmark SAR 5.2 billion (US $1.38 billion) capital markets transaction in Saudi Arabia.

The transaction marks a significant development in the Kingdom’s financial landscape, introducing the first dual-class share structure by a listed company in the Saudi market. Through the issuance of a new class of ordinary shares (Class B), Petro Rabigh has taken a bold step toward enhancing its capital structure and financial flexibility. This innovative structure reflects the growing adaptability of the Saudi regulatory framework and its support for more sophisticated investment models.

The issuance, valued at approximately SAR 5.2 billion, involved the creation of 526.4 million Class B shares at a nominal value of SAR 10 per share. These shares were allocated to founding shareholders Saudi Aramco and Sumitomo Chemical, representing 31.5% of the company’s capital. The transaction forms part of Petro Rabigh’s broader strategic transformation plan to reinforce its capital base and support sustainable growth.

“This transaction reflects a major step forward for listed companies in Saudi Arabia, introducing new structural flexibility and setting a precedent for future innovation,” said Jason Parker, partner at Hunton. “We’re proud to have supported Petro Rabigh through the international legal complexities of such a transformative and first of a kind deal.”

Hunton advised on all English law aspects of the transaction, including shareholder arrangements, marketing arrangements, finance documents, and other strategic documentation. The firm worked in close collaboration with local Saudi counsel.

The Hunton team was led by partner Jason Parker, and consisted of senior attorneys Stephanie Levy and Olamide Falomo, and associate and James Bennett.