Our passion has always been driven by the mindset that the Infrastructure gap can only be bridged by private sector participation, as such we continually play a leading role in advising the Government of Nigeria on defining transactions that cut across electric power, agriculture, transportation, healthcare amongst others requiring private sector participation. In this regard as a member of transaction advisory consortiums we have reviewed applicable legal regulatory and institutional framework in these sectors; carried out gap analysis, made recommendations on language modification as well as drafted related transaction documents; negotiated these documents to contract award and financial close.
Some notable sector specific transactions highlights include:
Legal Advisory support to the Government of Nigeria through the Nigeria Bulk Electricity Trading Company Plc (NBET).
In this role we have provided support to NBET ( the nation’s electric power bulk trader ) in the review and negotiations on power purchase agreements, put call option agreements, the lenders direct agreements inherent therein, gap analysis on applicable laws, due diligence investigations , issuance of legal opinions arising from the transaction documents in notable landmark transactions including the ongoing 14 solar front runners that have the potential to add over 1GW of power to the national grid on commercial operations date as well as a plethora of gas fired developments.
The ongoing liquidity challenge being experienced in the sector led to our participating at early stages in the illiquidity in a unique and much heralded securitization arrangement as payment guarantee of over N56 billion (Fifty Six Billion Naira) for the on-grid generation companies from a pool of guarantees provided by the distribution companies for sale of electric power.
Visit NBET – nbet.com.ng
Competitive Procurement for On-grid power for renewables.
We advised the Government of Nigeria under support by GIZ on competitive procurement of on-grid electric power for renewables. This landmark transaction which cut across advisory support to NBET, NERC and TCN arguably contributed to the reduction of proposed tariff by the front runner solar developers and engagement propelled the reduction in unsolicited proposals.
Niger Delta Power Holding Company Limited -corporate restructuring, private sector participation in generation assets and investment protection for gas, transmission and distribution assets
Up on till June 2016 when we had to exit from the transaction team due to our Senior Partner being made the Managing DIrector of the Niger Delta Power Holding Company Limited, we were the sole Nigerian Legal Counsel on the transaction advisory team that were selected via competitive tender to advise on the restructuring of the company and the eventual private sector participation in the generation assets and investment protection for the gas, transmission and distribution assets. This heralded transaction that has the capacity to add over 2.5GW to the national grid on financial close as well as bring in potential revenue to the nation is at the finalization stage where preferred bidders have been identified and negotiations ongoing to reach financial close.
Visit NDPHC – ndphc.net
Nigeria Power Privatization
We were the sole Nigerian legal counsel in the landmark privatization of 17 successor companies of the Power Holding Company of Nigeria. As a member of the consortium we advised the Government of Nigeria on the transaction process, risk allocation, necessary due diligence as well as drafting the required transaction documents that led to the 60% share sale in the 11 distribution companies, 100% share sale in the thermal generation companies and concession of the hydro electric generation companies.
Visit BPE – http://www.bpeng.org/
Power Consumer Assistance Fund
We advised the Nigeria Electricity Regulatory Commission (NERC) on the deployment of the Power Consumer Assistance Fund which is expected to ensure that the low income earners and rural communities enjoy some assistance in the payment of tariffs for electricity supply.
Visit NERC - http://www.nercng.org/
Review of applicable Laws of the Nigeria Electric Power Program.
We advised the Government of Nigeria through the Bureau of Public Enterprise in the build up of the electric sector privatization on the review of the applicable laws in the sector.
We have advised the Government of Nigeria through its Ministries, Departments and Agencies (MDAs) and various states of the federation on modalities for and on the engagement of private sector participation in bridging the Infrastructure gap. These cut across Sea, road and rail transportation. We also advised on the landmark concession of the various ports under a landlord model in the much heralded port reforms.
We are currently advising the Government of Nigeria through the Ministry of Transport and Nigeria Ports Authority under a World Bank support on private sector participation in the concession of the Kirikiri Lighter Terminals 1 & 2.
We are also advising on the port reforms and the need for an economic regulator distinct from the landlord model currently being provided by the Nigeria Ports Authority.
Our Firm is a team member of a consortium currently advising the Lagos State Government through a world bank support on the ongoing transformation of the inter modal transportation system towards ensuring private sector participation via PPP in these projects.
The high mortality rate in Nigeria has led to various interventions by concerned stakeholders on the need to drastically reduce this.
Key identification made with regards to needed intervention is on the logistics and storage of drugs and vaccines. The challenges in getting these drugs to the areas where needed and on time have been found to contribute to the high mortality rates.
The Government of Nigeria through USAID support identified lack of adequate storage of drugs and vaccines as a major gap in healthcare logistics. This led to the construction of two unique and landmark premier warehouses known as the Warehouse in a Box project in Lagos and Abuja. These warehouses are temperature controlled and well equipped to ensure that drugs and vaccines are kept under the right temperature and through the deployment of modern warehouse management system solutions the shelf life of needed drugs and vaccines are optimized to ensure the concept of first in first out is maintained. Realizing the requirement for effective and efficient management of these warehouses and local capacity building the Government of Nigeria through the Federal Ministry of Health desires private sector participation through Public Private Partnership in the management of the premier warehouses.
Benchmac & Ince as a member of a transaction advisory consortium were shortlisted to produce the outline business case justification for this concept as one suitable under a PPP model and upon successful conclusion were further invited to produce a full business case that will lead to the identification and selection of an operator to manage the warehouses and eventual contract award by the Government of Nigeria. Once in place these warehouses will provide the needed succour for millions of Nigerians requiring urgent drugs and vaccines.
Concession of 33 Silo Complexes under Federal Ministry of Agriculture and Rural Development.
The need to ensure all year grain availability and assure food security led to the Government of Nigeria building silo complexes across Nigeria. Realizing that these silos can only be fully optimized under a private sector participation, the Government under a world bank support had enlisted a transaction advisory consortium with Benchmac & Ince as a member to advise on a full. Business case that will lead to the concession of the 33 silo complexes, selection of preferred bidders, negotiation, final contract award and attainment of financial close. The operators are to make necessary investments, operate, manage and maintain the silo complexes for the duration of the concession.
Within the private sector, we have played a pivotal role in bringing in significant and needed foreign capital through the guided acquisition of an agric based value chain group of companies by an international core investor. Initially under a debt/equity mix funding structure with the majority shareholders being a state government and 4 national banks, we utilized our experience and expertise in a structured divestment by the major shareholders in favour of the minority shareholders while also restructuring and refinancing the debt and positioning the companies for the eventual acquisition by the international core investor. These group of companies are now a leading brand in the sector and have been heralded for their significant contribution to the economy and the outgrowers scheme which has provided ample opportunity for local farmers to be trained in accordance with acceptable best practices.
Under a World Bank support, our transaction advisory consortium was shortlisted in a number of states to provide services to these states to enable them access these funds that were recently earmarked under a World bank funding assistance to improve their infrastructure under a PPP framework.