How Aramco Turned 25 Years of Pipeline Throughput Into $12.4 Billion Without Selling a Single Barrel of Capacity

Gulf NOC pipeline securitization began with ADNOC's 2019 transaction with BlackRock·KKR and was established as a standard midstream private-capital category by Aramco's two 2021 mega-deals. The logic is simple: ① the NOC keeps the core business (oil and gas production) 100% intact, ② it pre-sells only the next 25 years of infrastructure tariff cash flows, ③ to crystallize tens of billions of upfront USD, ④ which it redeploys into industrial diversification, sovereign-wealth funds, and new domestic industries. For global infrastructure PE and sovereign LPs, the appeal is 25 years of contracted cash flow effectively backed by sovereign credit. For the issuing NOC, the key feature is that operating control and asset ownership are not given up at all. This transaction is the largest single deal in that category.

Across comparable transactions, ADNOC Oil Pipelines (2019, BlackRock·KKR, USD 4B+, 23-year lease, 18 pipelines, 750km), Aramco Oil Pipelines (2021, EIG-led consortium, USD 12.4B, 25-year lease), and Aramco Gas Pipelines (2021, BlackRock·Hassana-led consortium, USD 15.5B, 20-year lease) form the three foundational Gulf NOC pipeline monetization transactions. Brazil's Petrobras NTS gas pipeline sale to Brookfield (2017, USD 5.2B) is the earlier non-Gulf precedent. The category has since become a primary target for global infrastructure PE.

The target in this transaction is the SPV Aramco Oil Pipelines Company, newly incorporated for the deal. It is not an operating entity with its own employees or business activities. It is a pure rights-holding SPV whose only asset is the right to use Aramco's stabilized crude oil pipeline network for 25 years and whose only revenue is the throughput-based tariff Aramco pays in return. To understand the economic substance, the relevant frame is Aramco's stabilized crude oil pipeline network itself and the throughput volume that flows through it. The metrics and financials below therefore reference the seller (Aramco)'s upstream operations and the effective throughput of the underlying pipeline network.

The transaction can be broken down into four steps. ① Incorporation Aramco incorporates Aramco Oil Pipelines Company as a 100% subsidiary. ② Rights transfer Aramco transfers the 25-year usage rights over its stabilized crude oil pipeline network to the SPV. ③ Equity sale The EIG-led consortium acquires 49% of the SPV for USD 12.4B; Aramco retains 51%. ④ Lease-back The SPV leases the same pipelines back to Aramco, with Aramco paying a quarterly throughput-based tariff (a fixed fee per barrel) for 25 years, subject to a minimum volume commitment. Net result: legal ownership, operating control, and management of the pipelines all remain 100% with Aramco, while the EIG-led consortium holds financial rights only over 49% of the 25-year tariff cash flow stream.

Aramco used JPMorgan as its principal financial advisor, while EIG relied primarily on its in-house capital markets team supplemented by external counsel. On the legal side, Latham & Watkins (EIG), White & Case, and Clifford Chance each took confirmed roles, as reported by Law.com International and Law360. Moelis has advised Aramco on other capital-markets transactions, but its role specifically on this pipeline deal is not confirmed in primary sources, included below at market-observation level only.

Note: Advisor information is compiled from public reports (Law.com International, Law360, GCC Business News). Some assignments are at market-observation level only and may differ from actual mandate scope.

Unit: USD millions | Parent Saudi Aramco consolidated P&L (IFRS) | The SPV itself has no standalone earnings; figures shown are the upstream operator (Aramco) for context | Source: Aramco Annual Reports 2018-2021

This transaction does not lend itself to a traditional EV/EBITDA multiple analysis. The SPV has no operating EBITDA of its own. The economic value is the NPV of 25 years of contracted throughput tariff cash flow. Market participants triangulated the implied 100% enterprise value at USD 25.3B (USD 12.4B divided by 49%), roughly five times the size of the 2019 ADNOC Oil Pipelines transaction. The tariff is set on a fixed-per-barrel basis with a minimum volume commitment, so 25 years of cash flow are effectively backed by Saudi sovereign credit. That credit structure is why EIG's subsequent USD 11.2B senior secured refinancing was oversubscribed in the global debt market.

Note: Valuation is based on Aramco and EIG official disclosures and press reports. Absolute tariff rates and IRR assumptions are not disclosed. NPV implications reflect market-observation-level estimates.

Five years after closing, this transaction has been confirmed as the category-defining template for Gulf NOC pipeline securitization. Aramco itself repeated the structure in December 2021 with its gas pipelines (USD 15.5B, BlackRock·Hassana-led consortium). In 2024, BlackRock and KKR sold their 40% stake in ADNOC Oil Pipelines to UAE local manager Lunate, establishing a secondary market for these assets. EIG's USD 11.2B senior secured refinancing planted Saudi-sovereign-backed infrastructure debt as a permanent category in global bond markets, and subsequent reports have indicated that other Gulf NOCs (Qatar, Kuwait, Oman) have begun studying similar structures. The 25-year lease-back is now in its fifth year. The definitive verdict will not crystallize until lease maturity in 2046.