templars energy & projects profile

Energy & Projects Practice

www.templars-law.com

The scope of our Energy & Projects practice spans the entire industry value chain from advice on oil and gas related mergers and acquisitions, to upstream exploration and production issues all the way through to downstream transportation, gas processing and utilisation, and power generation. Working with various other practice groups within Templars, the Energy and Projects practice group provides integrated services and support to upstream, midstream and downstream industry participants as well as infrastructure development sponsors and power project developers. We have dedicated sector specific finance, tax, dispute resolution and regulatory compliance teams that have a unique understanding of the industry and regulatory environment that defines it.

Our clients include leading international and indigenous E&P companies, Oil Service Companies, EPC Contractors and Power generation and distribution Companies.

We have provided more information on our areas of expertise and also included a representative list of some of our recent transactions in the subsequent pages:

Our Energy & Projects Practice

“Templars has established itself as one of the regular top firms for Oil and Gas work...”

‐ IFLR 1000, 2015 edition

www.templars-law.com Energy & Projects 02

Our Oil & Gas team is regarded as one of the best in the industry. We are renowned for possessing thorough knowledge of the law and the business of energy. This know‐how is constantly made available to our numerous clients ranging from oil and gas asset holders to developers, drillers, operators, processors and refiners. In addition to a broad range of experience in providing traditional legal services to clients in the energy sector, our team also assists clients in choosing the optimum form of business combinations through which their businesses may be effectively conducted. We have advised and are advising on some of the largest completed and on‐going transactions in recent times. The team works closely with our in‐house tax and finance law experts to provide integrated advisory services in connection with the structuring and implementation of various Oil & Gas projects in Nigeria.

Oil & Gas

In some recent representative transactions we:

Advised Eroton Exploration and Production Company Limited on its US $1.2 billion acquisition of OML 18 in Nigeria previously held by Shell, Total and Agip which also included a US$ 663 million reserves‐based acquisition facility arranged by a Development Finance Institution. This was a most innovative deal which featured a novel LC backed escrow arrangement, a seven‐year finance for a five year OML, and a bespoke insurance tool which was used to cover the risk of non‐renewal of the OML by the Nigerian authorities, thus improving the borrowing capacity. The deal won both the TXF “Most Innovative Commodities Finance Deal of the Year” and the Trade and Forfaiting Review “Deal of the Year” awards.

Advised Petrobras Oil & Gas B.V. on its recently concluded US$ 700 million reserves based loan facility with an accordion feature of up to US$ 1.4 billion from a group of international and Nigerian banks.

Represented Sinopec International Petroleum Exploration and Production Corporation in connection with its C$10.3 billion acquisition of Addax Petroleum Corporation, a Canadian company publicly traded on the Toronto and London Stock Exchanges, with assets in West Africa and the Middle East; this deal was at that time, the largest overseas energy acquisition by a Chinese company and was named 2009 Deal of the Year by Asian‐Counsel.

Advised CNOOC, on its US $ 15.1 billion acquisition of Nexen Inc, the largest foreign acquisition by a Chinese company.

Advised Banco BTG Pactual SA of Brazil on its $1.53 billion acquisition of a 50% stake in the African oil and gas exploration and production assets of Brazilian state‐run oil company Petroleo Brasileiro SA.

Advised Al Mirqab Capital on its£924 million (US $1.6 billion) acquisition of the London Stock Exchange‐ listed Heritage Oil plc, which owns oil production assets in Nigeria including OML 30.

“The firm's dominance in

the energy arena boosts

its involvement in

top‐level financings.”

Chambers Global Guide to the Legal Profession, 2014



Templars is one of the

market's most active firms in the energy and infrastructure space when it comes to oil

and gas, power,

telecoms and general

infrastructure.

IFLR 1000, 2014 edition

Power

Acting as counsel to the Sponsors and project company, Azura Power West Africa Limited, in respect of the development and financing of a 450‐500MW independent power plant in Edo State for the supply of power to the national grid. The transaction is a leader in a wave of project‐financed greenfield IPPs currently being developed in Nigeria; This pioneering project also established a number of template precedents including power project documents and credit enhancement products such as a Power Purchase Agreement with the newly created government backed bulk power purchaser, Nigerian Bulk Electricity Trading plc (NBET), the World Bank's Partial Risk Guarantee, political risk insurance from MIGA for equity and commercial debt and a Put and Call Option Agreement with the Federal Government.

Advising Skypower Global, a foremost Canadian power company on the phased development of an aggregate of up to 3000MW solar‐powered facilities in South‐South, Nigeria.

Advising MBH Power Limited on the development and financing of a 300MW gas‐fired independent power plant in Ikorodu, Lagos, Nigeria.

Advising Energy Culture Limited as project sponsors on the development and financing of a Greenfield power generation facility, with a capacity of up to 150MW in Abeokuta, Ogun State.

Advising Mobil on the development of its 500MW Independent Power Plant at Qua Iboe terminal, Akwa Ibom State.

Advised the Bureau of Public Enterprises on the corporatization, restructuring and unbundling of the now defunct state‐owned electricity monopoly, National Electric Power Authority.

Our Power Sector group is an acknowledged leader in the power sector. We have good and relevant experience, a strong reputation and strong legacies in power projects in Nigeria. We pride ourselves on having advised on the development of more power projects in Nigeria than any other Nigerian law firm. We fully understand the current regulatory framework for power projects in Nigeria including the changes that have recently taken place as a result of the power sector reform process. The team has been actively involved in recent independent power plant projects in the country as well as in the privatisation of a number of state‐owned brownfield plants and distribution companies. We have also been active in the renewable energy space.

In some recent representative transactions, we are;

A top‐notch firm; they are

very highly regarded. If I

want a big presence I will

use them .

‐ Chambers Global Guide to the Legal Profession,

2015(Client

testimonial)

Power

Advising a syndicate of lenders on the acquisition financing for the Talevaras Group in relation to the purchase of the Afam Power Plant in Rivers State from the Bureau of Public Enterprises.

Advised Enugu Electricity Distribution Company on its N3 billion working capital facility financing.

Advising Pan African Solar Limited as project sponsors on the production and sale of electric power from its solar photovoltaic (PV) power generating facility in Kaduna State, Nigeria.

Advising Yellowstone Electric Power Limited in connection with the development of a 350 MW gas‐fired Power Plant in Nigeria.



Projects

Advising the Nigerian Motorways Investment Company Limited and Julius Berger Investment Limited Consortium as project sponsors on the development and approximately US$1 billion financing of the Second Niger bridge and toll road project in Southern Nigeria through a 25‐year concession from the Nigerian Government.

Advised PetroSaudi International Services Limited as one of the project sponsors in the development and financing of a US$10 billion gas and petrochemical plant at the Koko Free Trade Zone.

Advised Arcelor Mittal in connection with the development of a steel pipe mill for the Nigerian National Petroleum Corporation within the Calabar Free Trade Zone.

Advised Westfert on the development, financing, construction and operation of a nitrogen fertilizer plant for the manufacture of 2 MTPA of granulated urea from a feedstock of natural gas in the Onne Oil & Gas Free Trade Zone in Nigeria.

Advised the DSCI Group in respect of a proposed concession agreement for the construction of a toll road with the Federal Government of Nigeria in Lagos State.

Templars' Projects team has been at the forefront of some of the largest and most innovative projects in Nigeria working across a variety of projects from the construction of toll roads and bridges, power plants, fertilizer and petrochemical plants to the development of an entirely new city.

The team works on the entire gamut of project development from structuring, regulatory and permitting to project documentation and negotiation and continuous support during construction, operation and maintenance.

“The Templars team is frequently seen on major matters in the oil and gas sector.”

‐ Chambers Global Guide to the Legal Profession, 2014 edition

OFFICE LOCATIONS

Lagos

5th Floor, The Octagon

13A, AJ Marinho Drive

Victoria island

Lagos

Tel: +234 1 46 11 294, +234 1 2703982

+234 1 2799396, +234 1 4611889-90

Fax: +234 1 27 12 810

Email: [email protected]

Abuja

3rd Floor, Metro Plaza

Plot 991/2, Zakaria Maimalari Street,

Central Business District

Abuja

Tel: +234 9 273 1898

+234 9 273 1877

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Oghogho AkpataPartner & HeadEnergy & ProjectsT: +234‐1‐461 1891E: ogh.akpata@templars‐law.com

Oyeyemi OkeAssociateEnergy & ProjectsT: +234‐905 166 9089E: oyeyemi.oke@templars‐law.com

Key Contacts

templars energy & projects profile

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