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  • Energy, Transport

    CPCS Transaction Advisory Services

    Solutions for growing economies

  • We Are Your Trusted Infrastructure Transaction Advisor

    Today, public and private sector decision makers the world over are faced with challenging decisions that can represent transformative opportunity or untenable risk. More than ever, hiring a trusted transaction advisor with a proven track record is essential to harnessing the full potential of these complex transactions.

    The CPCS Transaction Advisory Team has advised Governments in over 80 countries on how to increase private sector participation in infrastructure. Our Team is renowned for our role as lead transaction advisors for engaging the private sector in the sale of shares, lease or concession transactions (including build-operate-transfer (BOT), build-own-operate-transfer (BOOT) and build-own-operate (BOO) projects) in the energy, port, marine, rail, urban transit, automotive, agricultural and revenue collection sectors.

    Our experience advising both public and private sector clients combined with our broad in-house expertise has made CPCS a trusted advisor to governments, public institutions and private sector investors interested in pursuing infrastruc-ture PPP opportunities.

    Transaction advisory services for the public sector to engage private investors Bid management services for Investors Identifying optimal capital structures and fi nancing strategies for PPP projects Securing fi nancing for infrastructure projects Valuation and business modelling

    www.cpcs.ca 1

  • www.cpcs.ca 2

    Energy

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Privatisation of Afam Power Plc. Generation Company 260 (est.) Ongoing

    Nigeria

    This is the largest electricity unbundling and privatisation/PPP and reformproject to be undertaken in Africa.CPCS worked hand-in-hand with the Federal Government as its transactionadvisor in every aspect of this sale. CPCS carried out the due diligencereview, developing detailed privatization plans for each of the successorcompanies. We also advised on and assisted in implementing various reformmeasures to the electricity sector of Nigeria to support the new commercialframework, including the drafting of Power Purchase Agreements,Transmission Agreements and Performance Agreements to allow thegovernment to monitor the long term performance of the private sectorand ensure they maintain their investment commitments. CPCS wasresponsible for administering the entire privatisation transaction, includingresponding to thousands of investor inquiries, evaluating proposalsreceived, leading the negotiations with preferred bidders, and assisting thegovernment in completing the sale and handing over companies to theprivate investors.

    6 Generation Companies: Geregu Power Plc., Ughelli Power Plc. , KainjiHydro Electric Plc., and Shiroro Hydro Electric Plc, Sapele Power Plc. AndAfam Power Plc.

    11 Distribution Companies: Abuja Electricity Distribution Company, BeninElectricity Distribution Company, Eko Electricity Distribution Company,Enugu Electricity Distribution Company, Ibadan Electricity DistributionCompany, Ikeja Electricity Distribution Company, Jos Electricity DistributionCompany, Kaduna Electricity Distribution Company, Kano ElectricityDistribution Company, Port Harcourt Electricity Distribution Company, YolaElectricity Distribution Company

    Privatisation of Kaduna Electricity Distribution Company

    163 (est.) Ongoing

    Privatisation of Sapele Power Plc. Generation Company 201 2014

    Privatisation of 4 Generation Companies created out of the Power Holding Company of Nigeria (PHCN)

    781 2013

    Privatisation of 10 Distribution Companies created out of the Power Holding Company of Nigeria (PHCN)

    1,256 2013

  • www.cpcs.ca 3

    Energy

    Energy Total: $8.5 billion

    Other

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Privatisation of 10 National Integrated Power Project(NIPP) Generation Companies

    >5,500 Ongoing Nigeria

    CPCS is providing advice on the transaction process covering issues of EOIand RFP, conducting investor market sounding studies and promoting theproject through road shows. CPCS is also assisting with bidders responsesand in the selection of preferred bidders, developing the transactiondocument and in the closure and handover of the facilities to the newowners.

    Privatisation of Egbin Power Plc. Generation Company 407 2013 Nigeria

    CPCS was contracted by the Bureau of Public Enterprises in order to provideadvisory services on the finalisation and handover of facilities to thePreferred Bidder, Korean Electricity Power Resources Ltd., identified in 2007as part of a procurement exercise.

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Transaction Advisory for Motor Vehicle Inspection System (MVIS) Project

    TBD Project ongoing Ongoing Philippines

    CPCS is lead advisor to establish the viability of the MVIS Project as a PPPproject under the BOT Law of the Philippines, and assuming viable, toprepare bid/tender documents and provide transaction advisory supportduring the bidding process until financial close of the project.

  • www.cpcs.ca 4

    Rail

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Integrated Luzon Railway Transaction Advisory Project

    TBD Project ongoing Ongoing Philippines

    CPCS is the lead transaction advisor to undertake pre-investment studies toassess the feasibility of rehabilitating the Integrated Luzon Railway as a PPPproject; to optimally structure the project as a PPP and provide transactionsupport through the tender and negotiation processes.

    LRT1 Extension to Dasmarias, Cavite Transaction Advisory Project

    TBD Project ongoing Ongoing Philippines

    CPCS is the lead Transaction Advisor for this project and currently workingto determine the viability of the LRT1 as a PPP Project under the BOT Law ofthe Philippines. If the LRT1 is determined to be viable as a PPP, CPCS willassist the Government of Philippines in all stages of the implementation ofthe PPP up to and including final negotiations with the successful bidder totransaction closure.

    Transaction Advisory Services for the Development of a National Railway Network via PPP

    TBD Est. $2.8 Billion Ongoing Jordan

    CPCS is the lead advisor on this project to prepare and implement a PPPtransaction to develop and operate a national railway network in Jordan.The assignment is divided into three main phases: (i) TransactionPreparation, (ii) Transaction Implementation and, (iii) Support toTransaction Negotiations.

    Lagos Light Rail Mass Transit Blue Line Design-Build and PPP Concession

    Est. $2 Billion Ongoing Nigeria

    CPCS was retained by the local implementing agency to provide transactionadvisory services for this proposed urban rail mass transit line the BlueLine. CPCS designed a procurement strategy for Design/Build contractorsand a PPP strategy for the operating concessionaire. CPCS will assist withnegotiation with the successful bidders.

    Transaction Services for Implementing Armenian Railway Concession

    150 2008 ArmeniaCPCS was retained to advise the Government of Armenia on the PPPconcessioning of the state-owned Railway. CPCS assisted the Governmentthroughout negotiations and asset handover.

    Transaction Advisor for the Concessioning of the Tanzania Railways Corporation

    2,500 2007 Tanzania

    CPCS provided legal, commercial, rail management and investment bankingadvisory and support services to the Government in carrying out thetransaction to concession the TRC rail operations. The Concession wassuccessfully awarded for a period of 25 years however the concession,51% owned by Rites of India, has experience problems due to severeweather damage to the track. The Government of Tanzania, 49% owners ofthe concession, continues to be involved in the operations of the railway.

  • www.cpcs.ca 5

    Rail

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Development of Amman-Zarqa Light Rail BOT 300 2008 Jordan

    CPCS was lead advisor to assist with attracting investors to build, operateand transfer a light rail system in Jordan. This was the first urban rail PPP toreach commercial close in the Middle East.

    Concession and Restructuring of the Nigerian Railway 380 2007 Nigeria

    CPCS was engaged as Lead Advisor for the introduction of PPP in the NigeriaRailway Sector. CPCS assisted the Government in negotiating and closingthe concession for the Central Railway Line.

    Transaction Advisor for Concession of the Dakar -Bamako Railway

    620 2006 Senegal & Mali

    CPCS was lead Transaction Advisor for the development andimplementation of the concession of the Dakar - Bamako internationalrailway corridor. CPCS formulated an analysis of the various concessionstructures available and recommended the preferred concession strategy.CPCS oversaw the finalization of the transaction including negotiations withthe selected bidder.

    Transaction Advisor Concession of Zambia Railways

    480 2004 Zambia

    The Zambia Privatization Agency appointed CPCS to recommend the PPPstrategy, prepare the railways for privatization, and manage the concessiontransaction. CPCS assisted the Government of Zambia in successfully closingthe Zambia Rail Concession in 2004.

    PSP Study & Business Plan Development for Uganda Railway Corporation

    350 2002 Uganda

    CPCS assisted the potential private operator to prepare a detailed businessplan for the operation of Uganda Railways under a concession structure.We developed a detailed financial and railway operating model andprepared a series of plans for the potential private operator: staffing andmanagement plan, train operating plan, marine operating plan, mechanicaland civil maintenance plans, and investment plan.

    Implementation of a Concession Structure for Malawi Railways

    400 2006 Malawi

    CPCS reviewed the legal and regulatory environment, determined the levelof regulation required for the railway, and developed the appropriateregulatory structures and policies enabling the existence of a privatizedrailway. CPCS also identified possible models for regulation of the privaterail operator. CPCS developed a privatization strategy and implementationaction plan. We trained key stakeholders on the execution of theimplementation plan and recommended the most desirable option forprivatization based on the GOM criteria.

  • 6www.cpcs.ca

    Rail

    Rail Total: $10.7 billion

    Ports

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Transaction Advisor for the Concessioning of Malagasy Railways

    120 2001 Madagascar

    CPCS prepared and managed the concession agreement and biddingdocuments and assisted in the transaction of the concession. CPCSassisted the government in finalizing negotiations with the bidder(Comazar). The Concession Agreement was signed in October 2002 andrehabilitation of the network began the following month.

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Transaction of Ports Authority Container Terminal / Operations

    120 (est.) Ongoing KenyaCPCS is engaged to provide a strategic assessment and transaction advisoryservices to enable the Privatization Commission in Kenya to prepare adetailed proposal in regards to three port sector PPP transactions.

    Concessioning of the Container Terminal in Liberia 120 2011 Liberia

    CPCS was the lead advisors overseeing a 25-year PPP concession for thedevelopment and operation of the Port of Monrovia. As part of the PPPconcession agreement, the private sector will invest around $120-million(USD) over the life of the 25-year concession.

    Implementation of Sierra Leone Port Authority Reform and Transactions (Phase II)

    185 2011 Sierra Leone

    CPCS was retained to act as Lead Transaction Advisors for this portconcession. The work included: finalizing the transaction strategy;marketing the transaction, provide assistance in the bidding, negotiations,and hand-over process; and providing assistance in management of thecompleted transaction.

  • Ports

    www.cpcs.ca

    Ports Total: $3.5 billion

    7

    ProjectValue of

    Transaction (US$ million)

    Year of Close Country Services Provided

    Transaction Advisors for Concessioning of 24 Port Terminals and Reform of Nigerian Ports Authority

    3,000 2007 Nigeria

    CPCS assisted in the structuring, negotiating and closing concessioncontracts for over 20 individual port terminals in Nigeria. The privatizationof all cargo handling services has been one of the most successfulprivatizations in Africa, transforming the port sector and raising over $3billion in fees and royalties for the Government.

    Concessioning of the Douala Container Terminal at the Cameroon Port

    75 2003 Cameroon

    CPCS acted as the Lead Advisor to the Government of Cameroon to examinethe optimal strategy for introducing PPP in the countrys ancillary portservices and to assist the Government in concessioning the port activitiesand Douala container terminal

    Privatization of Malawi Port and Lake Services N/A 2000 Malawi

    For the ports, shipping service and rail network of Malawi, CPCS wascontracted to assist the Government of Malawi in the design of aprivatisation arrangement; development of an appropriate economicregulatory structure and policies; promoting the concession amongpotential investors; preparing the bidding documents and contractualagreements; and assisting the government in negotiating with thesuccessful bidder.

    Concessioning of the Container Terminal at the Port of Dar es Salaam

    3.7 per year plus $13 per

    TEU1999 Tanzania

    CPCS was mandated to concession the operations and equipment of the CTat the Port of Dar es Salaam. The aim of this concessioning was to ensuregreater efficiency improvements to the users of the CT by the cost effectiveoperations of a private operator.

    Concession of Kirikiri Lighter Terminals 1 & 2

    TBD Project Ongoing Ongoing Nigeria

    CPCSs advisory services to the Nigeria Port Authority include thepreparation of a Full Business Case, including PPP transaction structuringand complete project PPP development. The consultancy also includesassisting in the design and management of the procurement and evaluationprocess as well as assessing market readiness (market sounding) andsupporting in project marketing. CPCS is also charged with preparing thenecessary supporting documents for prospective bidders (includingtechnical analysis) as well as preparing the Concession Agreement andassisting with negotiations prior to contract award

  • OttawaT +1.613.237.2500F +1.613.237.449472 Chamberlain AvenueOttawa, Ontario, K1S 1V9Canada

    AbujaT +234.09.670.994115 Buchanan CrescentWuse 2, Abuja, FCTNigeria

    NairobiT +254.775.869097Suite 23/24, Greenhouse BuildingNgong RoadPO Box 51843 - 00100Kenya

    New DelhiT +91.11.26165304IBC Building, First FloorSector-6, Kam Koti MargRK Puram 110022India

    WashingtonT +1.202.772.33681050 Connecticut Ave, 10th Floor, Offi ce 1077Washington DCUSA

    Peter KieranPresident and [email protected]

    Arif MohiuddinVice President, West & North [email protected]

    Sean McDonnellVice President, [email protected]

    Lisa RhoadesVice President, Strategy & Corporate Aff [email protected]

    Glory JongaVice President, East & Southern [email protected]

    Marc-Andre RoyVice President, North [email protected]

    Solutions for growing economies

    Robert GrahamTransaction Advisory Practice [email protected]