Financial Products and Taxation
- Mrs Omotayo Okere
- Mr. Chukwunonso Nweke
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Blackfriars LLP is a Nigerian pioneer and leader in finance transactions. We have acted for clients in various leveraged finance products, acquisition finance transactions, project finance and real estate finance. We continue to develop our expertise in this area by seconding our associates to some of the global leading law firms in North America and Europe. Our areas of core competence include:
- Asset-Backed Securitization
- Banking and Financial Institutions
- Project Finance
- Public Finance
- Real Estate Financing and REITs
- Sovereign Governments and International Financial Institutions (IFI’s)
- Structured Finance Tax
Our Financial Products practice groups offers our clients access to rapidly growing methods of finance and investment. Securitization represents one of the preferred methods of raising capital. Securitization involves the pooling of financial assets in a bankruptcy remote entity and the issuance of public or privately placed securities backed by the assets in the pool, which are repaid with the cash-flows generated by the assets in a transaction that provides for the servicing of the assets and some form of credit enhancement. The advantages of securitization, particularly for an issuer include:
- Continued earnings from servicing assets;
- Minimizing credit risk on accounts receivable;
- Obtaining capital at low rates;
- Off-balance sheet accounting for the securitized assets;
- Relief from overbearing covenants common in traditional finance.
Securitization practice, as practised by lawyers at Blackfriars LLP, requires multi-disciplinary capabilities in disciplines such as commercial lending, securities, bank regulation, real estate, tax, and bankruptcy. Lawyers involved in securitization must understand highly sophisticated financial structures and be able to assist their clients in developing creative solutions to complex problems. Given our multi-disciplinary expertise we have a skilled core group of lawyers set to meet the needs of our clients in this area.
Our lawyers have acted on behalf of arrangers, investors and trustees to ensure that the assets are eligible for securitization and that the transaction addresses all legal, tax and regulatory requirements in Nigeria. In addition, our structured finance lawyers provide advice on utilizing the most efficient structures to meet corporate goals.
Banking and Financial Institutions
An increasing number of Nigeria’s financial institutions turn to our for their most challenging and sensitive business transactions. In the past year, some of our lawyers worked on large Global Depositary Receipts (GDRs) recently issued in Nigeria. We continue to be recognized for the breadth of our experience and for our exceptional group of lawyers. As Nigeria’s capital market continues to grow and diversity, we anticipate new and exciting projects on the horizon. We expect our prominence and practice to grow and be met with continued success.
Our project finance lawyers find efficient and practical solutions to our client matters. We understand the pressures and obstacles our clients face in financing and structuring complex projects, and our lawyers have extensive experience with projects in many sectors and have represented parties in projects in Nigeria. Our project finance teams include lawyers who are experts in a variety of practices, including capital markets, mergers and acquisitions and structured finance. We create innovative structures, find solutions that meet the differing objectives of multiple parties and step in to help resuscitate projects that have become troubled due to changing industry conditions. We cover an extensive range of domestic transactions in Nigeria, with an emphasis on projects in industries including energy (oil, gas and electric), waste removal, transportation, mining and telecommunications.
Our clients appreciate the rigour with which we approach the full range of assignments, including limited recourse project bonds, multi-sourced lending arrangements, and privatizations and related transactions. We can also capably handle project-related litigations and dispute resolution procedures, as well as the restructuring of troubled project financings.
Our public finance lawyers have served as counsel in several taxable bond issues, including general obligation issues, industrial development bonds, and revenue bonds. Our lawyers have served as bond counsel, underwriter’s counsel, letter of credit bank counsel, borrower’s counsel, issuer’s counsel and trustee’s counsel in diverse financings. We provide these services for the public underwriting or private placement of bonds issued for state or federal infrastructure, educational, health care, housing, industrial and commercial facilities. Our services as bond counsel typically include:
- Providing advice on structure;
- Preparing all documentation required for the valid issuance of the bonds, including legislation, resolutions, trust indentures, security documents, tax certificates and closing papers;
- Delivery of an approving opinion of bond counsel;
- Reviewing preliminary and final official statements, as they relate to the bonds’ authorization, security and legality;
- Coordinating the pre-closing and closing.
Real Estate Finance and REITs
Blackfriars LLP has remained an active player in real estate financing in Nigeria, providing our clients with meaningful solutions to their business needs. Our real estate practice is broad-based and comprehensive, with our lawyers regularly representing owners, lenders, developers and investors in the following areas:
- Acquisitions and dispositions;
- Joint ventures, partnerships and equity investments;
- Financing, securitization and other capital markets transactions;
- Bankruptcy and restructuring work, including workouts and distressed real estate investment;
- Development work;