Practice Area| BANKING AND FINANCE

Sefton Fross is reputed for its market leadership in banking and finance law, and our banking and finance practice renders the full scope of legal advisory services to clients across diverse industry sectors. We have advised on many high-value and sophisticated financing transactions in Nigeria and we work for both local and international corporations and financial institutions on all aspects of deal structuring, preliminary and comprehensive advice, negotiation and documentation.

Our lawyers bring to bear their diverse experience and market leading expertise on various transactions, and the team leverages on its profound knowledge of financial, commercial and tax laws in delivering cutting–edge service to clients.

We advise on a wide range of financial products, including but not limited to, asset finance, debt capital markets, corporate finance, derivatives & structured finance, Islamic finance, leveraged & acquisition finance, projects & infrastructure finance, real estate finance, restructuring & insolvency, and trade & export finance.

We provide financial advice to private and public limited companies, private equity firms, local and international banks, export credit agencies, multilateral and development finance institutions, as well as agencies of government. We work alongside our corporate, regulatory, insolvency and restructuring as well as dispute resolution practice in rendering bespoke and all-encompassing services to our clients. This positions us strategically to constantly play notable roles in diverse cutting-edge and innovative banking and finance transactions, taking into account the ever changing environment while tailor market conditions and commercial climate to suit our clients’ needs.

Asset Finance

Maximizing the return on investments in capital intensive assets entails complex judgments about business needs, tax, variety of legal issues as well as accounting rules. Our asset finance practice is multi-disciplinary in approach, thus providing a competitive advantage to our clients. We advise the full gamut of players in asset finance transactions ranging from equity investors to lenders, lessors, lessees, providers of credit, joint venturers, corporate trustees, and debt and equity syndicates. Our team is familiar with all principal financing techniques employed in the asset finance industry, and our lawyers collaborate with other teams within the firm, to enable us proffer comprehensive advise and develop innovative financing structures for clients in various transactions.

Corporate Finance

Our corporate finance practice comprises of experienced specialists whose pragmatism, market knowledge and commercial approach has earned us a strong reputation as a leader in the Nigerian market. Our understanding of the various corporate finance techniques helps us to provide advice on the legal basis and possibilities of using the myriad of financing techniques available to a corporate to raise financing. The team advises on a broad range of domestic and cross border lending transactions for lenders and borrowers alike. We advise on single lender loans, syndications, club deals, acquisitions and disposals as well as corporate restructuring. We also advise many industries, thus putting us at the epicenter of relevant issues affecting the market. We are reputed for delivering quality services of an international standard, and for adopting a commercial attitude to our clients’ transactions.

Debt Capital Markets

We have expensive expertise in advising on the whole range of debt backed instruments and the financing of corporate and numerous other offerings of debt-related products.

Our lawyers have advised issuers, financial advisers and trustees on the structuring and issuance of some of the largest debt issuances in the Nigerian capital markets, including on the establishment of Medium Term Note Programmes, Bond issuances, Global Depositary Receipts, asset backed securitizations and the like.

Derivatives & Structured Finance

We represent clients in structuring and implementing novel and abstruse transactions. We adopt a pragmatic approach and constantly devise innovative solutions to reflect the changing needs of clients. Our experience ranges from dealing with the practicability of simple transactions to solving technical difficulties associated with highly engineered financial products.

Our derivatives & structured finance practice is equally unique for the capacity and expertise of the lawyers, commanding a vast knowledge in OTC, exchange traded and derivatives-based securities and other & structured finance products. Our clients include providers and end users of all derivative products, including international investment

We have been actively involved in the development of the Nigerian derivatives market. We work with our clients to create structures that helps them achieve both their business strategy and satisfy appropriate legal and regulatory requirements.

Islamic Finance

We have advised on almost all of the significant Islamic finance deals in Nigeria. Our firm is strategically positioned, in view of our transaction based experience, to devise and deliver financing solutions for both investors and issuers in accordance with the principles of Shari’a law.

Our lawyers have structured some of the most complex and innovative Islamic finance transactions in Nigeria and have acted for a range of clients, which include governments, government agencies and corporates and have also advised regulators on ways to improve existing legislations and also develop new legislation aimed towards providing Islamic finance solutions.

Leveraged & Acquisition Finance

We provide clients with a team that is familiar with the commercial dynamics of the market and the business drivers, enabling us to anticipate issues and proactively find solutions to them. We act for buyers, sellers and their financiers in leveraged acquisitions, including private equity firms, investment and commercial banks, institutional investors and others.

Our depth of industry experience, qualifies us to advise on all types of leveraged and acquisition financings, re-financings, re-capitalisations and restructurings. We are experienced in all relevant financing products, such as senior, mezzanine, subordinated debt, bridge financing and vendor financing.

Projects and Infrastructure Finance

Our team has extensive experience advising all aspect of infrastructure finance including financing for acquisition or development of oil & gas and power generation projects. We have advised sponsors, government and lenders on various aspects in the deal spectrum, from negotiation of the concession agreement, project documentation and financing.

Our team members have worked on some of the largest and most complex project finance transactions in the key sectors of the Nigerian economy from conceptualization to closing. The experience gathered from having advised on all sides of the deal spectrum i.e. sponsors, banks, arrangers, guarantors, ECAs, MLAs and project companies endows us with exceptional ability to adequately protect the interest of our clients.

Real Estate Finance

Sefton Fross’ real estate finance lawyers, have a vast understanding of the commercial real estate sector and the financing techniques in the real estate market, including bi-lateral loans, syndicated loans, mezzanine loans, development finance, and capital markets products. Our lawyers possess a depth of specialist expertise across the broad range of real estate transactions, and the ability to structure innovative and increasingly complex transactions. We advise lenders, borrowers and investors on acquisitions, dispositions, financings, entity formation (joint ventures, limited partnerships, real estate investment trusts), securitization, leasing, construction contracts and restructurings. We represent corporates, financiers, investors, government agencies, and individuals.

Representative Experience

  • Advising the Federal Government of Nigeria as Solicitor to the Issuer in respect of its N100,000,000,000 (0ne Hundred Billion Naira) Issuance of a non-interest financing instrument (Sukuk) in the domestic debt market.
  • Advised a leading indigenous oil exploration and production company, on the restructuring of a US$2 Billion term loan Facility.
  • Advised as Transaction Solicitor in respect of a proposed restructuring of a NGN 30,000,000,000 Vanilla Bond and NGN 11,500,000,000 Sukuk Al-Ijarah.
  • Advised MBC Capital in its investment of 600million Naira Equity and Debt Notes issued by a Nigerian company for the construction of a purpose-built car park in Lagos State (Development of 5 Storey, Multi-level Car Park and Event Centre, Gymnasium and Restaurant).
  • Advising as Solicitors to the Trustees of a N300 Billion Bond Issuance Programme by one of Nigeria’s leading conglomerates.
  • Advising an indigenous conglomerate on a N9 Billion term loan finance to fund working capital needs.
  • Advising as Solicitors to the Trustee of a N30,000,000,000 (Thirty Billion Naira) Bond Issuance Programme by an oil services company.
  • Advised and international investment bank on the US$15 Million CCIRS with a Nigerian Bank under the ISDA Agreement.
  • Advising a company on its US$45,000,000 (Forty Five Million US Dollar) leveraged acquisition of several marine vessels.
  • Advising as Solicitors to the Trustee of a N10,000,000,000 (Ten Billion Naira) Bond Issuance by a micro finance bank.
  • Advising an oil and gas company on the US$350 million restructuring of its credit facilities.
  • Advised as Nigerian lender’s counsel in respect of the approx. US$3 Million loan facility to a Nigerian company to finance oil field development.
  • Advised as Solicitors to the Trustee of the restructuring of the Federal Mortgage Bank of Nigeria N13 Billion Series 1 Mortgage Back Securities.
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