Noted for its specialised legal advice to the oil and gas industry, Banwo & Ighodalo’s clients are always impressed with the overall quality and clarity of the firm’s reports – 2016 Legal 500 US Special EditionThese projects which are multifaceted usually require the provision of advice on transactional issues bordering on gas supply and utilization, engineering procurement and construction, and provision of advice on the divestment of interests in hydrocarbons acreages. We also regularly provide advice to numerous bidders in the acquisition of oil and gas assets being divested by international oil corporations in Nigeria. Our firm has also advised in relation to the financing of the acquisition of hydrocarbons assets.
Case Notes
Engaged as transaction solicitors by NGC and Seven Energy International Limited in connection with the multi-million dollar East Horizon Gas Pipeline.
Retained advisers to NGC in respect of several gas monetization and utilisation projects, arrangements and transactions, some of which pertain to: (i) the gas transportation arrangement in connection with the Azura Power Project; (ii) a proposed acquisition of a multi-million dollar gas pipeline from Niger Delta Power Holding Company; (iii) a review of a Gas Transmission & Distribution Agreement with Shell Nigeria Gas Limited; (iv) the amendment of the Gas Sales & Purchase Agreement and Supplemental Agreement between Gaslink Limited and NGC; (v) its collaboration with Shebah Exploration & Production Company Limited, Express Petroleum and Gas Company Limited, African Power Generation Limited and Green Russets Energy Limited for the development of natural gas from OML 108; and (vi) a US$700,000,000 tolling arrangement and collaboration with GFD Energy Limited for the conceptualization, financing, commercialization and marketing of natural gas to be produced from the Ehra gas field (with proven reserves of 1.4 trillion cubic feet and potential reserves in excess of 14 trillion cubic feet) lying within OML 133, including the development and construction of a gas processing and storage facilities (with a daily capacity of 400 million standard cubic feet), as well as a 120km gas transportation pipeline for the transportation of wet gas from the sub-sea gas injection manifold to the gas processing facility.
Drafting and negotiating the Gas Sale and Purchase Agreement and Gas Transportation Agreement in relation to the supply of natural gas to the Togolese Government by the Green Russets/ Nigerian Gas Company Limited (NGC) JV. Our tasks have also involved liaising with and assisting Green Russets/NGC JV with due diligence exercises conducted on them by prospective gas sellers
- Advised the Nigerian National Petroleum Corporation (NNPC)/Chevron JV and NNPC/Total JV in connection with the monetization and commercialization of the Tubu and Ima Fields in OML 52 and OML 112 respectively.
- Advised NNPC/Chevron JV in respect of the unitization of the Assa North-Ohaji South gas fields project.
- Sponsors’ Counsel in connection with a US$1.2bn forward sale and financing transaction, by the NNPC/Chevron JV, of a two staged multi-year drilling and development programme in relation to 36 (23 onshore and 13 offshore) oil wells located in 7 oilfields (4 onshore and 3 offshore) lying within OMLs 49, 90 and 95. The transaction won the prestigious Thomson Reuters/PFI Magazine “Africa and Middle East Oil Deal of the Year Award 2015”. The project is expected to deliver an additional 41,000 barrels of crude oil per day and projected peak incremental production of 127 million standard cubic feet of gas per day (mmscfd), with estimated $2-5billion of incremental revenues to the Nigerian government.
- Acting for NNPC/Chevron JV, as sponsors’ Nigerian transaction counsel, we are advising in relation to the financing (by international and Nigerian lenders) of the production of liquefied petroleum gas as well as field and plant condensates.
- Advising NNPC in connection with its incorporated joint venture (IJV) arrangement with some of its unincorporated joint venture (UJV) partners. Our Firm’s mandate includes a review of the correct UJV structure and identification of challenges associated therewith; analysis of the proposed IJV model and identification of challenges associated with its implementation; and proffering solutions on steps required to overcome any identified implementation impediment and challenges.
- Advised NNPC in connection with a US$350,000,000 (Three Hundred and Fifty Million United States Dollars) Nigerian Content Support Fund, granted to provide financial support to qualifying Nigerian Oil Services Providers to enable them carry out their contractual obligations to NNPC and the IOCs.
Acted as Nigerian Transaction Counsel in connection with Pan African Investment Partners II Fund’s (managed by Kingdom Zephyr Management Company) investment in First Hydrocarbon Nigeria Limited, an indigenous upstream oil and gas company.
Advised Camac Petroleum Limited in connection with a US$100,000,000 credit facility advanced by Zenith Bank Plc for further expansion of OMLs 120 and 121.
Advised Camac Energy Incorporated in connection with its proposed reverse takeover of its joint venture partner in its Oyo Field, Allied Energy Limited.
Advising Erin Petroleum Nigeria Limited (formerly Camac Petroleum Limited) in connection with its proposed US$100,000,000 credit facility advanced by The Mauritius Commercial Bank Limited for the purpose of funding the CAPEX program for OMLs 120 and 121.
Advised the Dangote Group on its bid to acquire a 45% participating interest in Oil Mining Lease 18 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
Advised Dangote Group on a US$3.15 Billion corporate finance transaction for the development of a fertilizer plant and the largest oil refinery in the West African sub-region.
Advised Compañía Española de Petróleos, S.A.U. in connection with its discontinued acquisition of forty percent (40%) of Oando Energy Resources Inc,’s rights to acquire the entirety of ConocoPhillips’ interests in OMLs 60, 61, 62, 63, 131 and 214 as well as its interests in the Brass LNG Project for $1.79bn
Retained as project solicitors to Brass LNG Limited the project vehicle established by the NNPC and offshore affiliates of international oil companiesfor the implementation of a multi-billion Dollar Greenfield liquefied natural gas project on Brass Island in Bayelsa State.
- Advised companies in the Sahara Group in relation to their acquisition of several interests in upstream oil & gas assets, including OPLs 228, 284, 286, the Tsekelewu marginal field in OML 40, oil blocks onshore and deep offshore in the Nigeria/Sao Tome and Principe Joint Development Zone and Block B1, East Cape Three Points Sub-Basin, Ghana
- Advised the Sahara Field Production Limited in connection with its acquisition of a 16.2% participating interest in Oil Mining Lease 18 from Eroton Exploration and Production Company Limited.
- Advised the Sahara E&P Company Limited in connection with its proposed acquisition of participating interest in OML 138 from Total E&P Nigeria Limited.
- Advised the Sahara Group on its bid to acquire 40% participating interests in Oil Mining Leases 52, 53 and 55 from Chevron Nigeria Limited.
Advised Enageed Resources Limited, a member of the Sahara Energy Group, on the development, of its Oki field lying within OPL 274 onshore Nigeria under a unitisation arrangement with NNPC and NPDC.
Advised Enageed Resources Limited in connection with a US$50,000,000 (Fifty Million United States Dollars) term loan facility arranged by Diamond Bank Plc.
Advised Temasek Holdings Limited (the sovereign wealth fund of Singapore) in connection with its convertible loan notes investment in Seven Energy International Limited.
- Advised Shoreline Natural Resources Limited and its shareholders (Shoreline Power Company Limited and Heritage Oil Plc) on the acquisition of a combined 45% participating interest in OML 30 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
- Advised Shoreline Natural Resources Limited and its shareholders (Shoreline Power Company Limited and Heritage Oil Plc) in connection with (1) two bridge facilities in a total sum of US$765 Million and (2) a Guarantee Facility in the sum of US$765 Million obtained from J.P. Morgan Chase Bank and Standard Bank to part finance and guarantee Shoreline Natural Resources Limited’s acquisition of a combined 45% participating interest in OML 30 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
- Advised Shoreline Natural Resources SPV 1 Limited on its bid to acquire a 45% participating interest in Oil Mining Lease 24 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
- Advised Shoreline Natural Resources Limited on a US$600 Million senior secured revolving reserve based lending facility advanced by Standard Bank and its syndicate of co-lenders.
- Advised Shoreline Natural Resources Limited in connection with a $534,000,000 senior secured term loan facility, obtained from Vitol S.A and utilized to – (a) refinance and repay outstanding indebtedness under its senior secured revolving reserve based lending facility; and (b) fund working capital requirements.
Advised Royal Dutch Shell Plc (and Shell International BV) in connection with Nigerian aspects of Shell’s acquisition of BG Group Plc under a recommended cash and share offer deal, with a headline value of £47,000,000,000, which created the world's biggest trader of liquefied natural gas and the world's second-biggest publicly-traded oil and gas company measured by market value.
Represented The Shell Petroleum Development Company Limited (SPDC) in connection with arbitral proceedings pertaining to its establishment of the Cawthorne Channel Gas Gathering Facility.
Advised a consortium led by Africa Finance Corporation (AFC) and PetroAfrique (PAN) in connection with its proposed acquisition of BTG Pactual and Helios Investment Partners’ indirect equity stake in Petrobras Oil and Gas B.V and participating interests in OMLs 127 and 130.
Advising the lenders in connection with a US$1,050,000,000 (One Billion, Fifty Million United States Dollars) financing framework facility made available to Total E&P Nigeria for funding its capex and working capital needs
Currently providing litigation and arbitration support services to, in connection with a dispute between the parties to the OML 133 Joint Operating Agreement.
Advised Seven Energy International Limited in connection with its acquisition of indirect interests in OPL 907, OPL 917, OPL 905 and OML 142.
Advised Seven Energy International Limited in connection with a proposed acquisition of a majority stake in Afren Global Energy Resources Limited, operator and contractor party (with 41% and 42% participating interest, respectively) under production sharing contracts covering OPLs 907 and 917.
Advised Seven Energy International Limited in connection with the financing of its oil and gas operations, including (a) a $495,000,000 senior secured term loan advanced by First Bank of Nigeria Limited, Ecobank Limited, United Bank for Africa Plc, Union Bank Plc, FCMB Limited, FBN Bank UK and Union Bank UK; (b) a US$300,000,000 senior secured notes issue; and (c) a US$100,000,000 senior secured note issued to the Nigerian Sovereign Investment Authority.
Advised Septa Exploration & Production Limited and Exoro Energy Limited in connection with the relinquishment of their respective 24.5% participating interests in the Matsogo, Amoji and Igbolo marginal fields lying within OML 56.
Acted as Nigerian Lenders’ Counsel to a syndicate of international lenders that provided a reserve based lending facility to Petrobas Oil & Gas B.V. with an accordion for an additional $700,000,000 (Seven Hundred Million United States Dollars). This deal was adjudged as the African deal of the year by several publications in the Oil & Gas and Infrastructure market.
Advised Waltersmith Petroman Oil Limited in connection with its bid for a licence in the first licensing round for petroleum exploration, development and production in Uganda.
Advised Shelf Drilling Limited (promoted by Castle Harlan, CHAMP Private Equity and Lime Rock Partners) on its multi-jurisdictional $1,050,000,000 acquisition of a fleet of 38 shallow-water and offshore oil drilling rigs from Transocean.
Advised a syndicate of international lenders in connection with a US$1,500,000,000 multiple term loan facility provided to three entities within the Seadrill Group to fund capital expenditure requirements in relation to its drilling operations
Advised ND Western Limited and its shareholders (Niger Delta Petroleum Resources Limited, First E&P Limited, Waltersmith Exploration and Production Limited and the Petrolin Group of Switzerland) on the acquisition of a combined 45% participating interest in OML 34 held by The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
Advised ND Western Limited in connection with a US$670,000,000 (Six Hundred and Seventy Million United States Dollars) reserves development facility programme arranged by Guaranty Trust Bank Plc. and Sterling Bank Plc.
Advised Niger Delta Petroleum Resources Limited and South Atlantic Petroleum Limited on their bid to acquire a 45% participating interest in OML 25 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
Advised Niger Delta Petroleum Resources Limited in connection with a US$160 Million term loan facility granted by Guaranty Trust Bank Plc.
Advised Afrique Energie on its proposed acquisition of upstream oil and gas assets in Nigeria.
Retained as legal advisers to Petrofac Facilities Management Limited and other companies in the Petrofac Group, one of the world's leading oilfield service group of companies, on various aspects of their Nigerian operations.
Retained as legal advisers to Daewoo Nigeria Limited, Daewoo Engineering & Construction Nigeria Limited and Daewoo Shipbuilding & Marine Engineering Company Limited.
Retained as legal advisers to Welltec Oilfield Services Nigeria Limited, a leading oil services company engaged in the design and deployment of various down-hole well bore intervention tools and tractor conveyance devices used for transporting diagnostic and maintenance equipment in horizontal oil and gas wells and other equipment for oil wells.
Retained as legal advisers to Nigerian subsidiaries of Cameron International Corporation (Delaware), a worldwide leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries. Cameron works with drilling contractors, oil & gas producers, pipeline operators, refiners and other process owners to control, direct, adjust, process, measure and compress pressures and flows.
Advised Cameron International Corporation on Nigerian aspects of its US$14,800,000,000 merger with Schlumberger, to further consolidate Schlumberger’s position as the world’s leading oilfield services company.
Retained as legal advisers to Superior Energy Services Inc., which engages in the design, manufacture, supply, letting and deployment of various sand control and completion work tools
Advised Falcon Downhole Services LLC and Superior Well Drilling LLC on the establishment of Nigerian downhole fishing & workover oil services companies.
Rendering legal advisory services to WPE Solutions Limited in connection with its strategic joint venture arrangement with Alon Technical Services Limited, for purpose of joint execution of projects in the oil, gas and other infrastructure-related sectors.
Advised Desicon Engineering Limited and Saipem lnternational BV on the establishment of Saidel Limited, a joint venture oil & gas services company.
Advised Zenilum Company Limited in connection with its business collaboration with National Oilwell Varco in the Nigerian oil and gas industry
Rendering legal advisory services to Logam Oil Limited in connection with its proposed business collaboration in the Nigerian oil and gas industry.
- Advised entities within the Lekoil Group in connection with its (a) acquisition of participating interests in certain oil & gas assets in Benin Republic; (b) acquisition of oil exploration licences in respect of blocks 2514A and 2514B in the Republic of Namibia; (c) acquisition of a 40% participating interest in the Otakikpo marginal field, lying within Oil Mining Lease 11; (d) acquisition of 62% interest in OPL 325.and (e) investments in several oil & gas assets in Nigeria, including OML 113, OPL 310 and OPL 241.
- Advised Lekoil Oil and Gas Investments Limited in connection with an up to US$10,000,000 Notes Issuance financing by FBN Capital Limited.
- Advised Lekoil Limited (registered in the Cayman Islands) on Nigerian aspects of the admission of its shares to trading on the AIM market of the London Stock Exchange and its $50,000,000 placing of shares to strategic institutional investors.
- Advised in connection with its proposed acquisition of equity interest First Exploration and Petroleum Development Company Limited.
Advised Eurochem Corporation (a member of the Tolaram Group of companies, based in Singapore, with operations in 11 countries) and its Nigerian subsidiaries, Viva Methanol Limited and Axinova Polyolefins Limited in connection with the financing and establishment of a $3 billion methanol plant (with an annual capacity of 10,000 metric tonnes) in the Lekki Free Trade Zone in Lagos State.
Advised BNP Paribas on the proposed financing of a bid by Glencore and its partners to acquire a 45% participating interest in Oil Mining Lease 29 from The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited.
Retained (since 2008) as legal advisers to the Oil Producers’ Trade Section of the Lagos Chamber of Commerce and Industry (OPTS) in connection with its review and analyses of the Petroleum Industry Bill and on OPTS’ stakeholder engagement with the National Assembly.
Advised Emadeb Energy Service Limited, a leading petroleum haulage, marketing and distribution company on the development and construction of a ultra-modern petroleum products tank farm, with capacity to store 45,280,000 litres of petroleum products, at Ijegun, Satellite Town, Lagos.
Advised British Petroleum in connection with a crude forward sale transaction involving Amni and Afren.
In conjunction with the Nigerian Infrastructure Advisory Fund, an infrastructure consultancy funded by the Adam Smith Institute, we advised in connection with the negotiation of the Power Holding Company of Nigeria (PHCN) model Gas Sale and Aggregation Agreement and Gas Transportation Agreement.
Advised Shell International Limited/Shell Gas B.V in relation to its participation in the Nigerian LNG (Trains 1, 2 & 3) Project.
Advised Total E&P Nigeria Limited in connection with a swap agreement with Nigerian Agip Oil Company Limited for the supply of gas.
Negotiated a 20 year Gas Sale and Purchase Agreement for the supply of feedstock gas to Notore Industries Limited (the owner of the assets of the liquidated National Fertilizer Company of Nigeria in liquidation).
Rendering general legal advisory services to Cummins South Africa Pty Limited in connection with its operation in the Nigerian oil and gas industry.
Advised Acorn Petroleum Limited on its proposed acquisition of a 60% stake in Chevron Nigeria Oil Plc (previously operated under the “Texaco” brand name).
Advised Acorn Petroleum Limited, in connection with a N5,500,000,000 facility for the acquisition of tank farms and other petroleum products storage facilities.
Advised a consortium of the leading major independent oil marketers in Nigeria put together by Oando Plc. on the financing and establishment of an offshore Single Point Mooring (SPM) facility and on the throughput and joint facility sharing arrangements for the SPM.
Advised Oando Plc in connection with a credit facility of up to US$100,000,000 (One Hundred Million United States Dollars) arranged by Merrill Lynch International.
Advised Vitol S.A in connection with a US$40,000,000 (Forty Million United States Dollars) term loan facility advanced to Oando Resources Limited.
Advised FCMB Capital Markets Limited and FBN Capital Limited (the Mandated Lead Arrangers) in connection with a US$350,000,000 (Three Hundred and Fifty Million US Dollars) Corporate Finance Facility to be advanced to Oando Energy Resources Inc. in connection with its acquisition of ConocoPhillips’ Nigerian oil and gas assets.
Advising Oriental Energy Resources Limited in connection with its investments in, and other matters relating to its joint venture in, the Ebok and Okwok marginal fields.
Project solicitors to Greenville Oil & Gas Company Limited in connection with its conceptualization, development, financing, operation and maintenance of a proposed U$750,000,000 four (4) x 750MT liquefied natural gas trains, as well as virtual pipeline and other logistic and supply facilities in Nigeria.
Advised Diamond Bank Plc on its US$32,000,000 debt facility to Sentinel Exploration and Production Limited for the development of the Eremor marginal field in OML 46.
Advised Africa Terminal Nigeria Limited in connection with its acquisition of a tank farm and other petroleum products storage facilities from Asset Management Corporation of Nigeria.
Conducted, on behalf of Seplat Petroleum Development Plc., a review of its Gas Sale Agreement between Seplat and a project company incorporated for the proposed 500MW Azura Power Project in Azura, Edo State.
Advised Seplat Petroleum Development Plc in connection with the Reserve Based Lending and Corporate Facility of up to US$1,700,000,000 (One Billion Seven Hundred Million United States Dollars), advanced to the Seplat Group.
Advising several oil & gas companies, financial services providers, foreign law firms and other stakeholders on structuring their projects and businesses in order to ensure compliance with the Nigerian Oil and Gas Industry Content Development Act 2010.
