Case Notes
We are advising Black Rhino Group, Inc. in connection with its acquisition of interests in the proposed 540MW gas fired combined cycle Power Plant at Qua Iboe Terminal, Akwa Ibom State.
Advised Dangote Industries Limited in connection with its bid to acquire a majority equity stake in Geregu thermal power plant and a concession to operate the Shiroro hydro-power generation plant under the privatisation and concession programme being implemented by the Federal Government of Nigeria as part of the Roadmap for Power Sector Reform.
Retained advisers to Total E&P Nigeria Limited in connection with its proposed 428MW combined cycle independent power plant project.
Advising an independent oil and gas company on the proposed acquisition of forty-five percent participating interest in a 9.6 MW power plant in Nigeria.
Retained advisers to Chevron Nigeria Limited in connection with its proposed 730MW independent power plant project in Agura, Ikorodu, Lagos State.
Advised Siemens Limited in connection with its proposed Cycle Gas Turbine Power Plant project.
Advised NNPC/NAOC/Philips JV in connection with its establishment of a 450MW Independent Power Plant in Kwale, Delta State. The project was the first successfully completed IPP since the commencement of the power sector reforms. In this regard, the Firm also advised on the industry-wide securitization arrangements sponsored by international oil companies operating in Nigeria. We were also involved in the structuring of the JV’s Okpai Phase 2 IPP project.
Advised General Electric Corporation on its acquisition of 100% equity in Alstom Nigeria Limited (an entity which provides energy transmission and distribution services in Nigeria).
Representing General Electric Corporation on the Nigerian law aspects of its divestment of its rail signaling business to Alstom.
Advising Skypower Global in connection with its acquisition of interest in a Solar Power Project in Nigeria.
Advised Middle Band Solar Limited, the special purpose vehicle set up by an international joint venture company consisting of Nigerians, Dutch and Germans, developing a modular solar photo voltaic (“PV”) plant of approximately 100MW in Kogi State.
Transaction counsel to INAV Group LLC and its Irish and Nigerian affiliates (In Lease) in connection with the conceptualization, structuring, financing, development, supply, installation, operation and maintenance of up to 160MW power plants to be generated from 2 x LM60000 aero derivative turboshaft gas turbine power generator engines for sale to Powerhouse International and on-sale to Eko Distribution Company Plc, under an embedded power generation arrangement.
Advised the Nigeria Sovereign Investment Authority in relation to its proposed investments in power infrastructure in Nigeria.
Retained advisers to Taleveras Group in connection with the acquisition of 100% equity interest in Afam Power Plc.
Retained advisers to Taleveras Group in connection with the provision of acquisition and capex financing to be provided to Afam Power Plc by a syndicate of banks.
Advised Taleveras Group of Companies Limited in connection with the negotiation of power generating plants rehabilitation and maintenance contracts with Alstom and Siemens.
Retained advisers to Millhouse Engineering and Construction Incorporation a leading American company on the acquisition of a 200MW gas powered plant in Akwa Ibom state.
Advised Milhouse Incorporated, a United States company in connection with its proposed establishment of a coal powered power plant in Nigeria.
Advising Oriental Energy Resources Limited, in connection with the establishment of a 50MW solar power plant in Jigawa State.
Retained advisers to Oando Gas and Power Limited on its development of a 100MW modular plant for distributed power generation (embedded generation) plant in Lagos State Nigeria.
Retained advisers to Burmeister & Wain Scandinavian Contractor A/S (“BWSC”), in connection with its design, equipment supply, erection and commissioning contract (with South Energyx, (a member of the Chagoury Group) and First Power (an affiliate of Heyden Petroleum Limited)), for the rehabilitation and expansion of the Ijora Power Plant (Nigeria’s first power generation plant) from 10MW to 70MW, as well as an operation & maintenance contract for the power plant.
Also advising BWSC in connection with – (1) a design, equipment supply, erection and commissioning contract for the establishment of a 50 MW and 18 MW back-up thermal power station, with 4 dual-fired engines MDT 18V51/60DF sponsored and owned by South Energyx Nigeria Limited (a member of the Chagoury Group) in the EKO Atlantic City, Lagos; and (2) an operation & maintenance contract for the power plant.
Advised a consortium comprised of Vigeo Holdings Limited, Africa Finance Corporation Global and Utilities Management Company Limited and their foreign partners in connection with a bid to acquire a majority equity stake in Benin and Ikeja electricity distribution companies.
Advising Notore Power Limited in connection with its negotiation of a Power Purchase Agreement with Nigerian Bulk Electricity Trading Company Plc.
Advised a consortium comprised of Notore Power Limited and ContourGlobal SAS in connection with the development, financing, design, construction and operation of a 500MW open cycle gas turbine power plant in Onne, River State, Nigeria.
Acting as sponsors’ transaction counsel to eN Africa, in connection with the development, design, construction, finance, ownership and operation of a 50MW solar power plant in Kaduna State.
Advised Julius Berger Investment Limited in connection with its investment in a consortium (led by Nestoil Plc) that bid to acquire Sapele Power Plc.
Currently advising Ropeways Transport Limited in connection with a concession to be granted by Lagos State Government for the deployment of aerial cable cars for public transportation in Lagos State. In relation thereto, we are advising the client in connection with a power purchase agreement for the supply of power to the project.
Acting as counsel to the Edo State Government in connection with the negotiation of a power purchase agreement with Ossiomo Power and Infrastructure Company Limited.
Advised Aggreko in connection with the establishment of a 15MW emergency power plant to boost electricity supply in the Federal Capital Territory, Abuja.
Represented Unatrac International (a UK IPP) in connection with the establishment of an off-grid power plant capable of generating 12,000 kilowatts of electricity for Cement Company of Northern Nigeria.
We drafted and negotiated the Power Purchase Agreement for the Cross-River State Government sponsored Tinapa Business Resort 15MW IPP project.
Advised the World Bank funded Legal Workstream Consultancy, arranged for the Bureau of Public Enterprises, in connection with the unbundling of National Electric Power Authority (NEPA) and the establishment of the Power Holding Company of Nigeria Plc. and the Nigerian Electricity Regulatory Commission (NERC). Our duties included setting up New Business Unit successors of NEPA (6 Gencos, 1 Transco and 11 Discos), drafting Market Rules, Vesting Orders and Transmission
Conducted legal due diligence reviews of Generation and Distribution Licence applications submitted to the NERC by prospective participants in the Nigerian electricity industry.
On behalf of NERC, conducted due diligence assessments (covering land title issues, criminal background checks, corporate matters etc.) on VI Power Limited and its parent company, Marine Power Limited.
Legal advisers to Nigerian Infrastructure Advisory Facility (a DFID funded work stream administered by Adam Smith International). Under this engagement, we drafted model Power Purchase Agreements and Vesting Contracts proposed to be adopted by the NERC for trading in electricity in the evolving Nigerian electricity market.
Advised Life Flour Mill, a subsidiary of the Seaboard Corporation, on its successful negotiation of a gas supply agreement with the NGC for its off-grid captive power plant in Sapele.
Advised a leading engineering company, which is a member of a leading conglomerate, in connection with its contract with the Federal Ministry of Power for the expansion of the Nigerian electricity transmission network.
Advised Mainstream Energy Solutions Limited, the preferred bidder, in connection with its successful bid for a concession to manage and operate Kainji and Jebba hydro power stations.
Advised Mainstream Energy Solutions Limited, in connection with a US$171 Million financing secured from Guaranty Trust Bank Plc and the Africa Finance Corporation, for its acquisition of the concession to manage and operate Kainji and Jebba hydro power stations.
Advising HPI LLC, a world leader in providing custom OEM-alternative and turbomachinery solutions (with depth and breadth of power turbine experience), in connection with the establishment of its Nigerian subsidiary and the procurement of relevant investment and operational licences, approvals, permits and registrations.
Advised the United Bank for Africa Plc in connection with a US $70 Million loan facility for the working capital of Abuja Electricity Distribution Company Limited (formerly government–owned electricity distribution company) now owned by KANN Utility Company Limited, a special purpose vehicle of Copperbelt Energy Corporation PLC and Xerxes Global Investments.
Advised a consortium of lenders led by United Bank for Africa Plc and arranged by UBA Capital Plc in connection with a US$121.8 Million loan facility advanced for the acquisition of 60% of the issued shares of Abuja Electricity Distribution Plc by KANN Utility Company Limited, a special purpose vehicle of Copperbelt Energy Corporation PLC and Xerxes Global Investments.
Currently acting as Lenders’ Legal Counsel in connection with a proposed facility to be granted to ENL Consortium Limited for its acquisition of 80% participating interest in Olorunsogo II Power Plant from the Niger Delta Power Holding Company/ the Bureau for Public Enterprises.
We advised a consortium of banks (comprised of Skye Bank Plc, United Bank for Africa Plc, Diamond Bank Plc, First City Monument Bank Plc and Heritage Bank Limited) in connection with a US$270 Million loan facility advanced to Integrated Energy Distribution and Marketing Limited, for the acquisition of Ibadan Electricity Distribution Plc and the Yola Electricity Distribution Plc.
We advised a club of lenders led by Fidelity Bank Plc in connection with the refinancing of Sahelian Power SPV Limited’s acquisition of a majority interest in Kano Electricity Distribution Company Plc.
Advising Fidelity Bank Plc in connection with the financing of Alausa Power Project Limited Independent Power Project.
Currently acting as Nigerian Counsel to the Lenders in connection with the financing of up to US$222,000,000 to be provided by several lenders (including the Islamic Development Bank, African Development Bank, the Islamic Corporation for the Development of the Private Sector and ECOWAS Bank of Investment and Development) to a Nigerian Company for the rehabilitation and upgrade of an integrated pulp and paper mill and 66MV Power Plant.
Acting as Lenders’ Nigerian Legal Advisers in connection with the financing of a proposed 75 MW photovoltaic power plant which Pan Africa Solar Limited seeks to establish in Katsina State.
Advised Overseas Private Investment Corporation (“OPIC”) in connection with a loan facility of up to US$15,000,000 to be advanced to Txtlight Power Solutions Limited (“Txlight”) (doing business as Lumos), an off-grid electricity provider, to scale up a business that provides solar electricity to homes and small business throughout Nigeria.
- Advised First City Monument Bank Plc in connection with the multi-million dollar financing/refinancing of, the expansion of gas-fired power generating facilities owned by Tower Power Utility Limited, a captive off-grid power generation company that sells power to companies located in several industrial enclaves across Nigeria.
- Acting as Lenders’ Legal Adviser in connection with a proposed restructuring of an acquisition financing provided to the Borrower for the acquisition of a power generation company.
- Acting as Lenders’ Legal Adviser in connection with a proposed restructuring of an acquisition financing provided to the Borrower for the acquisition of an electricity distribution company.
- Acted as Lenders’ Legal Adviser to a syndicate of Nigerian banks (United Bank for Africa Plc as the Mandated Lead Arranger) in connection with a bank guarantee advanced to the Nigeria Bulk Electricity Trading Plc in favour of the Nigerian electricity generating companies.
- Advised Capital in connection with a proposed equity investment in Savannah Gold Exploration and Mining Limited. In this regard, we conducted due diligence on Savannah’s mining licenses and advised on various laws relating to mining in Nigeria.
- Assisted China Mining International Limited with corporate review and restructuring of Henan GoldenStone Mining and Processing Company Nigeria Limited.
- We advised on a proposed reversed take-over by China Mining International Limited of a mining company currently listed on the Singapore Stock Exchange with operations in more than 5 countries including Nigeria. We conducted legal due diligence on the Nigerian subsidiary, including corroboratory searches of its mining titles at the Nigerian Mining and Cadastre Office.
- We are advising Promethean Resources Limited in connection with a joint venture with Equator Mines Limited for the exploitation of certain mining assets in Kaduna, Jos and Bauchi States.
- We are advising Promethean Resources Limited in connection with a joint venture with Mining Technologies Company Limited for the exploitation of certain mining assets in Jos, Plateau State.
- We are advising Promethean Resources Limited in connection with a joint venture with Sasco Limited for the exploitation of certain mining assets in Bauchi State.
- We advised the Government of Kwara State, its project company, Midway Minerals Development Company and their partner Earthlab Consultants and Project (Pty) Limited, on their proposed gold mining project in Kwara State.
- We conducted due diligence on certain mining tenements/titles owned by the Dangote Group as part of ongoing corporate and regulatory review of the Group’s investments.
- We advised Andalusian Mining Company Limited, an Australian mining company in connection with the due diligence on certain seventeen (17) mining tenements owned by Living Spring Minerals Company Limited pursuant to a joint venture arrangement between the companies.
- We are advising a Turkish conglomerate in connection with its proposed mining operations in Nigeria.
- The Firm was actively involved in the drafting and review of the bill that led to the promulgation of a new mining code, the Minerals and Mining Act 2007.
- A Partner in the Firm served as a resource person for the legal and regulatory framework subcommittee of the Presidential Committee on Solid Minerals Development (2002). The committee produced the seven-year (from 2003 to 2009) strategic action plan for Solid Minerals Development in Nigeria.
- A Partner in the Firm served as a member of the Presidential Technical Committee on the Development of Coal Production in Nigeria.
- A Partner in the Firm served as a member of the Bureau of Public Enterprises' Solid Minerals Sector Steering Committee established by the National Council on Privatisation and the Chairman of the Legal and Regulatory Framework Subcommittee.
