Banwo & Ighodalo (“B&I”) is recognised as a top Corporate Restructuring Law firm in Nigeria. Our corporate restructuring team consists of highly intellectual and dynamic lawyers who continually demonstrate unparalleled audacity in thinking outside the box to achieve clients’ transaction objectives.
Constant out of the box thinking has led to B&I being the firm of choice for complex and complicated pioneer restructuring transactions. Our Corporate Restructuring Practice, particularly in relation to schemes of arrangements frequently assists regulators to identify and focus on areas of the existing framework which require improvement.
Practice Highlights
- Spin-offs and Disposition
- Debt to equity swaps
- Securitizations
- Rescheduling of debts
- Demergers and reorganisations
- All forms of corporate and capital restructurings
Case Notes
Transaction Counsel in connection with the Intra-group restructuring, effected through a hybrid transaction involving a scheme of arrangement and reduction of share capital.
Transaction Counsel in connection with the reorganisation of its share capital structure.
Corporate restructuring of its Nigerian subsidiary, CFAO Nigeria Plc., by way of a scheme of arrangement, through which CFAO France and its nominees became the only shareholders of CFAO Nigeria Plc. This was one of the first corporate restructuring transactions of this nature, in Nigeria. We have since advised several other companies, including BHN Plc., Dumez Nigeria Plc. and Afprint Nigeria Plc. on similar transactions.
Transaction Counsel in connection with the capital reorganisation involving the increase by GlaxoSmithKline Plc. (UK) of its equity holding in the company and the rationalisation of the capital of the company.
- Nigerian Counsel in connection with the reorganisation of its upstream oil and gas assets and its reverse takeover of Exile Resources Inc. A Canadian upstream oil and gas company formerly listed on the Toronto Stock Exchange listed.
- Transaction Counsel in connection with the intra-group restructuring which involved the carve-out and transfer of its downstream petroleum marketing business to Oando Marketing Limited and a scheme of arrangement between Oando, Ocean and Oil Investments Limited and certain identified shareholders of Oando.
Transaction Counsel in connection with the intra-group restructuring of transactions undertaken by First Bank of Nigeria Plc., Zenith Bank Plc and Fidelity Bank Plc. in order to comply with the CBN guidelines on the repeal of the Universal Banking Model.
Refinancing of a two (2) tranche loan facility of approximately US$1.2 Billion advanced by a syndicate of thirteen (13) Nigerian banks to Emerging Markets Telecommunications Services Limited. The original financing transaction of approximately US$650 Million in which we also advised as Lenders’ Counsel won the Euromoney African Telecoms Deal of the Year 2011.
- Restructure of a US$278,000,000 (Two Hundred and Seventy Eight Million US Dollars) medium term acquisition facility which was used by a special purpose vehicle of the Sahara Group, Kepco Energy Resource Limited, in the acquisition of 70% shareholding in a power generation company in Nigeria, Egbin Power Plc., from the Bureau of Public enterprises and the Ministry of Finance Incorporated.
- Restructure of a US$95,000,000 (Ninety Five Million US Dollars) medium term acquisition facility which was used by a special purpose vehicle of the Sahara Group, New Electricity Distribution Company Limited, to fund the acquisition of 60% shareholding in a power distribution company in Nigeria, Ikeja Distribution Company Plc., from the Bureau of Public enterprises and the Ministry of Finance Incorporated.
- Restructure of a US$311,200,000 (Three Hundred and Eleven Million, Two Hundred Thousand US Dollars) medium term acquisition facility that was used by a special purpose vehicle of the Sahara Group, NG Power HPS Limited, to fund the acquisition of 70% shareholding in a power generation company in Nigeria, First Independent Power Limited, from the Rivers State Government.
- Refinancing of a N13,964,382,600 (Thirteen Billion, Nine Hundred and Sixty Four Million, Three Hundred and Eight Two Thousand, Six Hundred Naira) facility advanced by various Nigerian banks to Tower Aluminium Nigeria Plc.
- Refinancing of a US$160,000,000 (One Hundred and Sixty Million United States Dollars) acquisition facility advanced by a syndicate of Nigerian banks to Integrated Energy Distribution and Marketing limited for the purpose of funding the acquisition of the Ibadan Electricity Distribution Plc and Yola Electricity Distribution Plc.
We advised Main One Group, with an holding company in Mauritius and subsidiaries in Nigeria and Ghana, on a restructure aimed at remedying tax inefficiencies and other identified leakages, and at optimizing the group’s overall capital and operational structure. The restructure essentially involved the ceding/ transfer of a percentage of ownership interests in the group’s fibre optic subsea cable from the holding company to its respective subsidiaries. The key transaction agreements include a joint ownership agreement and a cost sharing agreement.
