White & Case Advises TNOG Oil and Gas on Innovative First of Kind Hybrid Financing

Global law firm White & Case LLP has advised TNOG Oil and Gas Limited, a related company of HeirsHoldings Oil & Gas Limited and Transnational Corporation of Nigeria Plc (Transcorp), on the highly innovative acquisition financing of a 45 percent participating interest in Nigerian oil licence OML 17 and related assets from the Shell Petroleum Development Company of Nigeria Limited, Total E&P Nigeria Limited and ENI, with TNOG Oil and Gas Limited having sole operatorship of the asset. 

"The assets are strategically important for these Sponsors in achieving their objective of being a key integrated energy provider in the Nigerian market," said White & Case partner Jason Kerr, who led the Firm's deal team. "Our cross-practice team on this unique transaction showcased the experience we have in Nigeria and the capabilities our clients rely on for complex first-of-kind financings in the oil & gas sector and emerging markets."

The acquisition by the Sponsors of these strategic onshore assets is a continuance of the IOC divestment process that has been taking place, particularly in Nigeria, over the past few years and illustrates the confidence Nigerian investors and international financiers have in the market. The highly innovative financing is supported by a broad lending group of international and regional commercial banks, strategic industry investors, investment funds and international financial institutions and illustrates the broad appeal of the assets and the financing structure put forward by the Sponsors. The total financing is in excess of US$1 billion and the Borrowers have the ability to increase the commitments across the entire capital structure from time to time, subject to the satisfaction of certain conditions. 

"This financing structure will set a new benchmark for future emerging markets financings – the combination of a convertible facility has no precedent in the African market," said White & Case partner Deji Adegoke, who was part of the Firm's deal team. "Borrowers will continue to look to use these forms of credit diverse financing structures in order to attract as broad a lending group as possible. These structures are sector agnostic and can be applied to infrastructure projects just as easily as oil & gas."

The White & Case team which advised on the transaction included partners Jason Kerr, Deji Adegoke, Ben Wilkinson, Mukund Dhar, Ingrid York, Richard Pogrel and Kamran Ahmad (all London), counsel Tallat Hussain and Catherine Andrews (both London) and Nathaniel Crowley (Hong Kong), and associates Hashim Eltumi, Ana Louise O'Sullivan, Phillan Amin, Lauren Vallender, Amy Watts and Bruna Beloso (all London).

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