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CLIENT:  LAGOS WATER CORPORATION (LWC)

Country:  Nigeria

Sector:  Utility/Infrastructure

Service:  Transaction Advisory

Year:  2017 - 2022

Project:  Transaction Advisor and Project Manager

 

Project Description:  The Lagos Water Corporation (LWC) is the State’s utility agency responsible for administration, production, transmission and distribution of potable water to the populace of Lagos State (Nigeria). Lagos state being one of the most densely populated cities in Africa is also Nigeria’s economic and commercial nerve center with a population of about 21 million and projected to be 3rd largest Megacity in the World by 2020 reaching the 29 million population index. Currently, LWC has a total installed production capacity of 210 Million Gallons per Day (MGD). The three major surface water treatment plants of Adiyan (70 MGD), Iju (45 MGD) and Isashi (4MGD) have a combined production capacity of 119MGD with the balance from ground water treatment plants – mini and micro waterworks. At a capacity utilization of 100%, the total installed capacity can only meet 30% of the current demand. The Lagos State Government through the L WC in accordance with the Lagos Water Master Plan (“Water Master Plan”) has resolved to embark on a major rehabilitation and restoration of the Lagos State water sector aimed at resolving the critical shortage of portable water and water supply challenges in Lagos State. In implementing the Water Master Plan, the Lagos State Government has contemplated the provision of potable water through the development of the IGBONLA Water Scheme by a private sector party through Public-Private Partnership (“PPP”).

 

IBS Management & Consultancy Services, (“IBS”) has been engaged by the LWC to provide professional and technical consulting services to assist LWC in its negotiation of the Concession Agreement. As Transaction Advisor/Project Manager, IBS will assist the LWC in final negotiations with the Concessionaire.

This will include, but not limited, to the following:

 

  • Preparing suitable negotiations teams;
  • Categorizing issues appropriately, developing timelines for completion;
  • Planning negotiation tactics;
  • Reviewing proposed sub-contracts, in particular with the construction contractor and operator, to the extent forms of these contracts have not been included in the PPP contract or the tender documents;
  • Advising on proposed changes to the agreed form sub-contracts;
  • Reviewing of the Concessionaire satisfaction of the conditions precedent to the PPP contract, often including the validity of licenses and permissions obtained by the preferred bidder, formation of corporate vehicles in the form required, financial close of the project financing, and implementation of the commercial requirements for performance of the project;
  • Developing processes for reaching agreement, including: a second set of negotiations with the lenders arguing similar points as those raised by the Concessionaire during the initial negotiation process and new issues often focused on financial covenants and protections.

 

This may involve extended discussions of Government financial participation to protect the lenders from specific risks. The legal service providers should be involved in these discussions:

 

  • review and negotiation of the financial documentation which will often have a direct effect on the rights and obligations of the Government;
  • Legal opinion that transaction is binding on its terms;
  • Legal opinion on security and financial management structure, and
  • Legal opinion on revenue structure and current regulatory mechanism.
  • Ensuring that all agreements reached are incorporated into all the financial, commercial and legal documentation and assisting with drafting the necessary and related correspondence.

 

The final terms of the agreement, each as negotiated with the Concessionaire, must be submitted by the LWC, along with the Concession agreement management plan for the Project, for approval by the State Authorities. The transaction advisor working with the LWC is responsible for compiling the necessary submissions for the State MINISTRY to obtain this approval, including a comprehensive legal due diligence of the accounting officer/authority has been completed. This will relate to legal compliance, competence and capacity to enter into the PPP agreement.

 

  • PPP agreement signature, close-out report and case study, and financial closure

 

The transaction advisor must help the LWC with all functions related to signing the final agreement through to financial close. The transaction advisor must also compile a comprehensive close-out report and case study, and must incorporate any additional factors that may be required by the State MINISTRY. The close-out report will be a confidential document of the MINISTRY. The case study will become a public document, made available on various government websites.

 

NAICS

541611 Admin Mgmt. & Gen. Mgmt. Consulting Services

541990 All Other Professional, Scientific & Technical Services

541211 Certified Public Accountants

541219 Other Accounting Services

541618 Other Mgmt. Consulting Services

541690 Other Scientific & Technical Consulting Services

561110 Office Admin Services

561499 All Other Bus. Support Services

611430 Prof. & Mgmt. Dev. Training

CERTIFICATIONS

Certified Small Disadvantaged Business (SBA-8a, DC, MD, VA, PA and NJ)

SBA 8(a) -  Program Code/Case Number is 307466.

Certified Minority Business Enterprise

CAGE : 6VUR3; DUNS: 078664340

GSA Contract Number: GS-00F-327GA

DC OFFICE

1627 K St, NW, Suite 500

Washington, DC 20006

Tel: 202-609-8830

MD OFFICE

13201 14th Street

Bowie, MD  20715

Tel: 301-379-2196

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