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Maxim Research Consultancy
Debt Solutions
We assist in the structuring and arranging of optimal financing solutions for both green and brown field projects spanning all sectors of the Nigerian economy. FBN Capital structured the first privately-funded gas pipeline as well as the first privately funded district development project in Nigeria.
One of our key strengths is the ability to distribute loan assets to numerous financial institutions in Nigeria and overseas. We provide access to long-term funding and financial structuring and our transactions attract the participation of local financial institutions, foreign banks, as well as development financial institutions and multi-lateral agencies.
Project Finance Advisory:
Our product lines include project finance, debt structuring and arranging, financial modelling, project risk due diligence and analysis, PPP consulting and bid support.
Debt Arranging:
We have strong debt-sourcing and arranging capabilities and an unrivalled track record in closing challenging debt-arranging mandates. We have thorough knowledge and hands-on experience in managing the entire debt-raising process to achieve a successful and timely financial close.
Structured Finance Advisory:
We offer Special Purpose Vehicle (“SPV”) and debt structuring capabilities and assist clients in developing optimal capital structures, reorganising balance sheets or existing debt obligations to achieve short, medium and long term strategic objectives.
Debt Solutions capabilities
We act as either transaction financial adviser and or debt arranger on the following services:
Acquisition finance
Project finance (Greenfield and Brownfield)
Debt structuring and arranging
Leveraged Financing
Debt based & asset backed securitization of future receivables
Financial modelling
PP consulting and bid support
Project risk due diligence analysis
Supply chain finance
Vendor financing
Export Credit Agency financing
DFI financing
Origination and Client Coverage
The Origination and Client Coverage group is the primary interface between FBN Capital and its clients. Our team of experienced professionals will work to understand your strategic, financing or risk management needs and partner with the relevant product group to deliver on the FBN Capital platform.
We focus on the following industry sectors:
Oil and Gas
Infrastructure and Power
Agribusiness
Diversified Industries
Financial Institutions
Public Sector
Technology and Telecommunications
Real Estate and Hospitality
Consumer and Retail
Deal Case
Deal Case Studies
Infrastructure & Project Finance (Power)
Deal Description
FBN Capital Limited was mandated to act as Global Facility Coordinator, Financial Model Bank, Structuring Bank and Facility Agent on the raising of approximately $303 million debt financing for the acquisition of 70% shareholding in Egbin Power Generation Plc by Kepco Energy Resource Limited “KERL”. KERL is an SPV jointly owned by Korea Electric Power Corporation “KEPCO” and Energy Resource Limited (a Sahara Group Company). The Sahara Group is a leading indigenous oil and gas company with extensive footprint across the Energy value chain.
The transaction involved raising a term loan facility of $303 million and working capital facility of $5 million for the acquisition of the Egbin Power Generation Company, the largest power generation company in Nigeria which supplies over 20% of the required power generation capacity in Nigeria. The financing was the very first power sector syndicated transaction to achieve loan signing following the Nigeria power sector reforms which commenced in 2005.
Infrastructure Project Finance (Telco)
Deal Description
FBN Capital was the Joint Financial Adviser to Etisalat’s US$1.25bn Loan Facility to fund the addition of 924 BTS sites. FBN Capital and Citigroup Global Markets, together as 'Financial Advisers', were mandated by Etisalat to raise financing to refinance its existing $650mm senior debt facility, and finance needs for its network deployment plan across Nigeria. The deal is noteworthy in that it also received the Africa Investor Infrastructure Investment award in May this year evidence of its outstanding nature among industry watchers.
The Deal got recognised by EMEA Finance Magazine and Africa Investor Magazine in 2014 winning the best Telecoms deal in Africa and ICT/Telecoms deal of the year respectively for the efforts made by the stakeholders bringing the deal to reality
Infrastructure Project Finance (Oil & Gas)
Deal Description
FBN Capital Limited was mandated by Seven Energy International Limited in 2013 to act as the Mandated Lead Arranger in the structuring and raising of a US$170 Acquisition Finance Facility.
The facility was used to part-finance the acquisition of 100% shareholding in East Horizon Gas Company Limited (EHGC). EHGC was incorporated by Oando Plc with the specific intention of developing and operating an 18-inch, 128km natural gas pipeline that connects with the Obigbo-Alscon pipeline at Ukanafun to supply gas to the UNICEM cement plant in Mfamosing, Cross River State and to meet the need of other industrial users in the Calabar region. The acquisition of EHGC is in line with SEIL’s strategic plans for expanding its gas transmission and distribution network assets in the southeast Niger Delta region to supply the regional demand centres of Aba, Calabar and Port Harcourt.
Initial Public Offering
Deal Description
FSDH Funding SPV Plc Offered for Subscription of N5,530,000,000 3 Year 14.25% Fixed Rate Senior Unsecured Bond Due 2016 under the N100,000,000,000 FSDH Funding SPV Plc Debt Issuance Programme. FBN Capital acted as the Lead Issuing House on the N5.53 billion Fixed Rate Bond issue for FSDH Funding SPV, a financing vehicle guaranteed by FSDH Merchant Bank. This transaction represents the first tranche of the firm’s N100billion Debt Issuance Programme.
FSDH Merchant Bank and FSDH Funding SPV Plc entered a Notes Issuance Agreement whereby senior, unsecured notes issued by FSDH Merchant Bank would be purchased by FSDH Funding SPV Plc. Stanbic IBTC Capital and UBA Capital participated on this transaction as Joint Issuing Houses.
Initial Public Offering
Deal Description
Honeywell Flour Mills Plc Initial Public Offering by way of an Offer for Sale of 1,252,941,177 Ordinary Shares of 50Kobo each at N8.50 per share and an Offer for Subscription of 941,176,471 Ordinary Shares of 50 Kobo each at N8.50 per share. FBN Capital acted as Leading Issue House.
The total offer was undertaken to give investors the opportunity to become a part owners of Honeywell Flour Mills Plc. The combined offer also availed the company the opportunity to meet the NSE’s listing requirements.
Infrastructure Project Finance (Oil & Gas)
Deal Description
Conoco Phillips embarked on a process of selling their participating interest in OMLs 60, 61, 62, 63, 131 and 145 (the “Target Assets”) located in a prolific oil and gas producing zone in the Niger Delta. Following a competitive bidding process, Oando Energy Resources Inc. (“OER”) and its affiliates emerged the preferred bidder for the Target Assets which have a net production level of ~ 45,000 boe/d and are located in a prolific oil and gas producing zone of the Niger Delta.
The total consideration for the acquisition of up to USD 1.6 billion was financed via a combination of debt and equity. The debt portion of the acquisition facility comprised of a US$450 Million RBL Facility provided by both Nigerian and offshore banks and a US$350 Million Corporate Facility provided by Nigerian banks.
The Corporate Facility, the Lenders leveraged on the following assets; OMLs 90, 13, 56 and 125/134. Oando Energy Resources appointed FBN Capital as Joint Mandated Lead Arranger and financial modelling bank for the Corporate Facility to part fund the purchase of the Target Assets.
Buy-Side M&A
Deal Description
Acquisition of 71.2% equity stake in Oasis Insurance Plc and Subsequent Take-Private.
FBN Capital advised FBN Life on the acquisition of a 71.2% stake in Oasis Insurance PLC from its majority shareholders. Subsequent to the acquisition FBN Capital advised on a mandatory tender offer to the minority shareholders of Oasis Insurance and the eventual take-private of the company which resulted in its de-listing of the company from the NSE.
Buy-Side M&A
Deal Description
US$108 million First Bank of Nigeria Limited Acquisition of selected West Africa Operations of ICB Group Holdings AG.
FBN Capital advised First Bank of Nigeria Ltd on its acquisition of ICB Senegal. This marked the successful completion First Bank’s acquisition of ICB Group Holdings AG’s banking operations in Ghana, Gambia, Guinea, Sierra Leone and Senegal. The transaction, which is the largest Nigerian outbound M&A deal by geographic spread, involved navigating complex regulatory requirements across five jurisdictions; which FBN Capital was able to successfully manage.
Financial Advisory
Deal Description
FBN Capital was mandated as Financial Adviser to the FBN Eurobond offer alongside Citibank and Goldman Sachs International who acted in the capacity of Joint Lead Managers. First Bank Nigeria accessed the international market for the third time in the $450million Subordinated Notes participation due 2021- its largest Eurobond sale following the first offer in 2007.
The transaction supported the bank in financing near term business initiatives, diversifying and extending the maturity of the bank’s foreign currency funding and in enhancing capitalisation with a capital adequacy ratio (CAR) of 20.3% as at September 2014. The Tier 2 capital transaction has a seven-year maturity and is callable by First Bank on the 5th anniversary of the issuance date. The issue carries an initial coupon of 8.250% on the nominal par amount, which resets at the call date to a new fixed rate (without any step-up) until maturity. The Tier 2 capital treatment amortises over the last 5 years prior to maturity.
We assist in the structuring and arranging of optimal financing solutions for both green and brown field projects spanning all sectors of the Nigerian economy. FBN Capital structured the first privately-funded gas pipeline as well as the first privately funded district development project in Nigeria.
One of our key strengths is the ability to distribute loan assets to numerous financial institutions in Nigeria and overseas. We provide access to long-term funding and financial structuring and our transactions attract the participation of local financial institutions, foreign banks, as well as development financial institutions and multi-lateral agencies.
Project Finance Advisory:
Our product lines include project finance, debt structuring and arranging, financial modelling, project risk due diligence and analysis, PPP consulting and bid support.
Debt Arranging:
We have strong debt-sourcing and arranging capabilities and an unrivalled track record in closing challenging debt-arranging mandates. We have thorough knowledge and hands-on experience in managing the entire debt-raising process to achieve a successful and timely financial close.
Structured Finance Advisory:
We offer Special Purpose Vehicle (“SPV”) and debt structuring capabilities and assist clients in developing optimal capital structures, reorganising balance sheets or existing debt obligations to achieve short, medium and long term strategic objectives.
Debt Solutions capabilities
We act as either transaction financial adviser and or debt arranger on the following services:
Acquisition finance
Project finance (Greenfield and Brownfield)
Debt structuring and arranging
Leveraged Financing
Debt based & asset backed securitization of future receivables
Financial modelling
PP consulting and bid support
Project risk due diligence analysis
Supply chain finance
Vendor financing
Export Credit Agency financing
DFI financing
Origination and Client Coverage
The Origination and Client Coverage group is the primary interface between FBN Capital and its clients. Our team of experienced professionals will work to understand your strategic, financing or risk management needs and partner with the relevant product group to deliver on the FBN Capital platform.
We focus on the following industry sectors:
Oil and Gas
Infrastructure and Power
Agribusiness
Diversified Industries
Financial Institutions
Public Sector
Technology and Telecommunications
Real Estate and Hospitality
Consumer and Retail
Deal Case
Deal Case Studies
Infrastructure & Project Finance (Power)
Deal Description
FBN Capital Limited was mandated to act as Global Facility Coordinator, Financial Model Bank, Structuring Bank and Facility Agent on the raising of approximately $303 million debt financing for the acquisition of 70% shareholding in Egbin Power Generation Plc by Kepco Energy Resource Limited “KERL”. KERL is an SPV jointly owned by Korea Electric Power Corporation “KEPCO” and Energy Resource Limited (a Sahara Group Company). The Sahara Group is a leading indigenous oil and gas company with extensive footprint across the Energy value chain.
The transaction involved raising a term loan facility of $303 million and working capital facility of $5 million for the acquisition of the Egbin Power Generation Company, the largest power generation company in Nigeria which supplies over 20% of the required power generation capacity in Nigeria. The financing was the very first power sector syndicated transaction to achieve loan signing following the Nigeria power sector reforms which commenced in 2005.
Infrastructure Project Finance (Telco)
Deal Description
FBN Capital was the Joint Financial Adviser to Etisalat’s US$1.25bn Loan Facility to fund the addition of 924 BTS sites. FBN Capital and Citigroup Global Markets, together as 'Financial Advisers', were mandated by Etisalat to raise financing to refinance its existing $650mm senior debt facility, and finance needs for its network deployment plan across Nigeria. The deal is noteworthy in that it also received the Africa Investor Infrastructure Investment award in May this year evidence of its outstanding nature among industry watchers.
The Deal got recognised by EMEA Finance Magazine and Africa Investor Magazine in 2014 winning the best Telecoms deal in Africa and ICT/Telecoms deal of the year respectively for the efforts made by the stakeholders bringing the deal to reality
Infrastructure Project Finance (Oil & Gas)
Deal Description
FBN Capital Limited was mandated by Seven Energy International Limited in 2013 to act as the Mandated Lead Arranger in the structuring and raising of a US$170 Acquisition Finance Facility.
The facility was used to part-finance the acquisition of 100% shareholding in East Horizon Gas Company Limited (EHGC). EHGC was incorporated by Oando Plc with the specific intention of developing and operating an 18-inch, 128km natural gas pipeline that connects with the Obigbo-Alscon pipeline at Ukanafun to supply gas to the UNICEM cement plant in Mfamosing, Cross River State and to meet the need of other industrial users in the Calabar region. The acquisition of EHGC is in line with SEIL’s strategic plans for expanding its gas transmission and distribution network assets in the southeast Niger Delta region to supply the regional demand centres of Aba, Calabar and Port Harcourt.
Initial Public Offering
Deal Description
FSDH Funding SPV Plc Offered for Subscription of N5,530,000,000 3 Year 14.25% Fixed Rate Senior Unsecured Bond Due 2016 under the N100,000,000,000 FSDH Funding SPV Plc Debt Issuance Programme. FBN Capital acted as the Lead Issuing House on the N5.53 billion Fixed Rate Bond issue for FSDH Funding SPV, a financing vehicle guaranteed by FSDH Merchant Bank. This transaction represents the first tranche of the firm’s N100billion Debt Issuance Programme.
FSDH Merchant Bank and FSDH Funding SPV Plc entered a Notes Issuance Agreement whereby senior, unsecured notes issued by FSDH Merchant Bank would be purchased by FSDH Funding SPV Plc. Stanbic IBTC Capital and UBA Capital participated on this transaction as Joint Issuing Houses.
Initial Public Offering
Deal Description
Honeywell Flour Mills Plc Initial Public Offering by way of an Offer for Sale of 1,252,941,177 Ordinary Shares of 50Kobo each at N8.50 per share and an Offer for Subscription of 941,176,471 Ordinary Shares of 50 Kobo each at N8.50 per share. FBN Capital acted as Leading Issue House.
The total offer was undertaken to give investors the opportunity to become a part owners of Honeywell Flour Mills Plc. The combined offer also availed the company the opportunity to meet the NSE’s listing requirements.
Infrastructure Project Finance (Oil & Gas)
Deal Description
Conoco Phillips embarked on a process of selling their participating interest in OMLs 60, 61, 62, 63, 131 and 145 (the “Target Assets”) located in a prolific oil and gas producing zone in the Niger Delta. Following a competitive bidding process, Oando Energy Resources Inc. (“OER”) and its affiliates emerged the preferred bidder for the Target Assets which have a net production level of ~ 45,000 boe/d and are located in a prolific oil and gas producing zone of the Niger Delta.
The total consideration for the acquisition of up to USD 1.6 billion was financed via a combination of debt and equity. The debt portion of the acquisition facility comprised of a US$450 Million RBL Facility provided by both Nigerian and offshore banks and a US$350 Million Corporate Facility provided by Nigerian banks.
The Corporate Facility, the Lenders leveraged on the following assets; OMLs 90, 13, 56 and 125/134. Oando Energy Resources appointed FBN Capital as Joint Mandated Lead Arranger and financial modelling bank for the Corporate Facility to part fund the purchase of the Target Assets.
Buy-Side M&A
Deal Description
Acquisition of 71.2% equity stake in Oasis Insurance Plc and Subsequent Take-Private.
FBN Capital advised FBN Life on the acquisition of a 71.2% stake in Oasis Insurance PLC from its majority shareholders. Subsequent to the acquisition FBN Capital advised on a mandatory tender offer to the minority shareholders of Oasis Insurance and the eventual take-private of the company which resulted in its de-listing of the company from the NSE.
Buy-Side M&A
Deal Description
US$108 million First Bank of Nigeria Limited Acquisition of selected West Africa Operations of ICB Group Holdings AG.
FBN Capital advised First Bank of Nigeria Ltd on its acquisition of ICB Senegal. This marked the successful completion First Bank’s acquisition of ICB Group Holdings AG’s banking operations in Ghana, Gambia, Guinea, Sierra Leone and Senegal. The transaction, which is the largest Nigerian outbound M&A deal by geographic spread, involved navigating complex regulatory requirements across five jurisdictions; which FBN Capital was able to successfully manage.
Financial Advisory
Deal Description
FBN Capital was mandated as Financial Adviser to the FBN Eurobond offer alongside Citibank and Goldman Sachs International who acted in the capacity of Joint Lead Managers. First Bank Nigeria accessed the international market for the third time in the $450million Subordinated Notes participation due 2021- its largest Eurobond sale following the first offer in 2007.
The transaction supported the bank in financing near term business initiatives, diversifying and extending the maturity of the bank’s foreign currency funding and in enhancing capitalisation with a capital adequacy ratio (CAR) of 20.3% as at September 2014. The Tier 2 capital transaction has a seven-year maturity and is callable by First Bank on the 5th anniversary of the issuance date. The issue carries an initial coupon of 8.250% on the nominal par amount, which resets at the call date to a new fixed rate (without any step-up) until maturity. The Tier 2 capital treatment amortises over the last 5 years prior to maturity.
