Deal Case Studies
Bond Restructuring (Aviation)
The bond restructuring of Nigeria Aviation Handling Company (Nahco Aviance) was the first to be executed by FBN Capital Limited and marked one of the key steps taken by Nahco Aviance towards improving the management of its debt profile.
As Financial Adviser on the transaction, FBN Capital Limited was pivotal to the strategy for engaging and securing the approval of bondholders as well as regulatory clearance well ahead of the next scheduled coupon payment date.
Commercial Paper (CP) Issuances Series 5,6,7 (FMCG)
The Nigerian Breweries Commercial Paper (CP) Issuance is the largest CP Programme to be established by a Nigerian Corporate. The issuance recorded impressive subscription from investors owing to FBN Capital Limited’s wide distribution capacity as well as good rating and notable brand portfolio of Nigerian Breweries.
Commercial Paper Issuance Series 1 (Real Estate)
The UACN Property Development Company Plc. Commercial Paper issuance incorporated a first of its kind credit enhancement structure novel to domestic CP issuances which influenced the 168% subscription level recorded on the transaction.
As Joint Lead Arranger, FBN Capital Limited was involved in structuring the notes, advising on appropriate transaction structure, timing and pricing, guidance on investor appetite and distribution of the Notes to investors.
Sell-side Advisory (Oil & Gas)
FBN Capital Limited was appointed Financial Adviser to Niger Delta Exploration and Production Plc, a public unlisted integrated independent oil and gas company, on its equity capital raise. Niger Delta E&P Plc sought equity injection in order to finance further development of some of its oil & gas upstream assets.
FBN Capital Limited successfully raised the required amount from both financial and strategic investors, in a tough oil & gas environment characterised by low crude oil prices and negative sentiments. FBN Capital Limited provided sell-side advisory services which included financial modelling, valuation advisory, transaction structuring, project management, investor engagement & marketing, negotiations and regulatory engagement.
Debt Restructuring (Oil & Gas)
FBN Capital Limited was mandated by Seven Energy International Limited (“SEIL”) in March 2016 to act as Financial Adviser for the restructuring of the Accugas IV Term Facility (the “Facility”) for Accugas Limited (“Accugas”) – a wholly owned subsidiary of SEIL.
Accugas focuses on sales and marketing, processing and distribution of gas to the domestic Nigerian market. FBN Capital Limited completed the first phase of the restructuring which involved resculpting the amortization profile of Accugas IV from September 2016 – December 2017.
Infrastructure & Project Finance (Power)
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)
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)
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
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
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)
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.
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.
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.
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.