Giwa-Osagie & Co

Managing Partner: Mr. Osayaba Giwa-Osagie SAN

Number of partners: 3

Number of Lawyers: 15

Languages:English

Offices: Lagos and Abuja

Firm Overview:

Giwa-Osagie & Company is a medium-sized corporate and commercial law firm. The strength of the firm lies in the in-depth experience of its lawyers who are well versed in various aspects of law. In its over 30 years of representing and advising clients, Giwa-Osagie & Co has displayed a high level of professionalism in its various transactions. The firm’s clientele includes major players in the aviation industry, multinational companies, manufacturing conglomerates and magnates of the business world. The firm also represents Nigeria on the Lex Africa board, an alliance of leading law firms in Africa. It has experience in major areas of law such as oil and gas, power, mining, mergers and acquisitions, telecommunications and information technology, general legal advisory, regulatory and compliance, dispute resolution, amongst others.

Main Areas of Practice:

Aviation:

■ Advised a client in creating a legal mortgage of an aircraft in the sum of N526 million.

■ Assisting international carriers in obtaining all requisite permits from the relevant regulatory authorities, litigation and dispute resolution.

■ Diligently registered Aircraft for renowned carriers in Nigeria.

Key Clients: Emirates Airlines, Arik Air Limited

Banking & Finance:

■ Reviewed a receivable financing agreement and a promissory note in respect of a credit transaction to the value of USD 13.4 million.

■ Advised a South African-based telecommunications company on the legality of a proposed $500m guarantee by its Nigerian subsidiary in its senior unsecured term loan and revolving credit facility.

■ Advised a French public specialised financial institution on its Euro 5,000,000.00 loan to a microfinance bank in Nigeria for the development of a housing project in Nigeria.

■ Reviewed an off-shore financing transaction for an international bank worth $4.5 million.

Key Clients: Deutsche Bank, Keystone Bank Limited, ICAP African Brokers Limited

Capital Market & Securities:

■ Advised a multinational cement company on its N700 million divestment of interest from a fully owned subsidiary.

■ Appointed as solicitors to a multinational cement company in its N50 billion secured bond issue.

■ Appointed as Transaction Solicitors to a Nigerian Commercial Bank in its proposed divestment from its insurance subsidiary in line with regulatory directives.

Key Clients: Lafarge Africa PLC, Keystone Bank Limited and Keystone Bank Limited Insurance

Company Secretarial Services:

Some of the companies our firm currently provides company secretarial services to include the following:

■ICAP African Brokers Limited

■Deutsche Bank Representative Office (Nigeria) Limited

■Monster Energy Nigeria Limited

■NOV Oil and Gas Services Nigeria Limited

■NOV Oilfield Solutions Limited

Construction:

■ Advised a cement company on its US$270 million cement plant expansion project and its captive power plant project. This involved reviewing and advising on the turnkey EPC contracts.

■ Advised a multinational cement company on its $500 million expansion programme at Ewekoro Cement Plant. The project involved reviewing the engineering, procurement and construction contract, reviewing the operations and management agreement as well as the power purchase agreement.

Key Clients: Lafarge Africa PLC

Corporate Finance:

■ Reviewed and advised Citibank on its Export Finance Facility Agreement and other financing agreements.

■ We advised Standard Bank of South Africa Limited on structuring the $25 Million bridging facility and $125 Million Term Loan to finance the Turn-Around Maintenance and the provision of Working Capital for the operations of Eleme Petrochemicals Company Limited.

■Negotiated the restructuring of a $7,000,000.00 (seven million dollars) loan involving a Nigerian Telecommunications Company and a foreign company based in Geneva.

■Advised Lafarge WAPCO on its N50 billion secured bond issue programme.

■ Reviewed the Guarantee Agreement, the Reimbursement and Credit Agreement, and the multi-million dollar Letters of Credit in relation to a Gas and Supply Agreement between Deutsche Bank, Power Holding Company of Nigeria (PHCN) and Chevron.

Key Clients: DeutscheBank Representative Office (Nigeria) Limited, Citibank, Eleme Petrochemicals Company Limited

Employment and Labour Law:

■ Advised an international airline on redundancy as a by-product of company restructuring.

■ Advised a German biotechnology company on equity incentive awards and company social security liability.

■ Advised international companies on human resource practices, labour law best practices and employment considerations in Nigeria.

■ Drafted and reviewed employment templates and Employee handbook for an international company in the beverage industry.

Key Clients: Monster Energy, Biomerieux, Etex Group, Omnipresent, BioNtech, Emirates Airline

Energy & Natural Resources:

■ Advised multinational companies on power purchase agreements (PPA), independent power producer (IPP) projects, power generation and power distribution projects.

■ Reviewed the implementation agreement between a state government and corporate entities relating to a hydroelectric-generating dam project.

■ Advised a power plant company on the interpretation of certain clauses in a power plant agreement in line with applicable Nigerian laws.

■ Advise on regulatory matters, acquisitions and disposal of assets in the industry.

■ Negotiate terms of Joint Venture Contracts, review and advise on Gas Supply Contracts.

■ Advised foreign and local companies on the investment opportunities in the Power sector.

Key Clients: Lafarge Africa Plc

Foreign Investments:

■ Advised an international non-governmental organisation on business incorporation, immigration requirements and tax considerations in Nigeria.

■ Advised an international organisation on a grant worth $1,385,000.00 in favour of a Nigerian non-governmental organisation in the renewable energy sector.

■ Advised an international employer of record on immigration, employment considerations and compliance with local regulatory laws.

Key Clients: American Embassy, Arcus Gibb Nigeria Limited, Monster Energy Company, Omnipresent.

Litigation & Dispute Resolution:

■ Defended our client against a claim for damages in the sum of N300,000,000.00 (Three Hundred Million Naira) for alleged inconvenience suffered due to a directive to a telecom provider to suspend a particular promo.

■ Assisted a multinational oil company in resolving disputes arising from its contract with a service company regarding their offshore construction to the value of $201 million.

■ Represented international airlines in various matters arising from claims for compensation and damages by their customers.

■ Appointed as receiver manager for the recovery of a vessel worth over $45,000,000.00(Forty-five million dollars).

■ Defended our client against a claim for general damages in the sum of N1, 000,000,000.00 (One Billion Naira) together with simple interests for alleged false misrepresentation.

Key Clients: Emirates Airlines, Mobil Producing Nigeria Limited, Lafarge Africa PLC, Shell Petroleum Development Company, Total Nigeria PLC, AMCON

Mergers & Acquisitions:

■ Advised an international multinational company on premerger and post-completion matters in a $70 million integration and acquisition transaction.

■ Legal adviser to a telecommunications company in its $280 million acquisition of 75% equity interest in a Nigerian company.

■ Advised a Nigerian bank on the divestment of its equity investment both locally and internationally.

■ Advised an American Multinational financial services corporation in its acquisition of 20% equity interest in a Nigerian Company.

■ Appointed as Transaction Solicitors to a Nigerian Commercial Bank in its proposed capital raise transaction.

Key Clients: Visa, Key Stone Bank

Oil & Gas:

■ Advising oil and gas companies in Nigeria on compliance with the Local Content Act.

■ Reviewed the EPC contract in respect of an offshore construction for a multinational oil company to the value of $201 million.

■ Reviewed the gas pipeline construction agreement between a multinational cement company and a contractor.

■ Reviewed a guaranty agreement, reimbursement and credit agreement, and letters of credit concerning a gas supply agreement between a multinational oil company and a local company to the value of $140 million.

Key Clients: National Oilwell Varco, Nov Oil and Gas Services Limited, Total Nigeria PLC, Mobil Producing Nigeria Limited, Shell Petroleum Services Company

Power Projects:

■ Advised multinational companies on Power Purchase Agreements (PPA), independent power producer (IPP) projects, power generation and power distribution projects.

■ Reviewed the implementation agreement between a state government and corporate entities relating to a hydroelectric-generating dam project.

■ Advised a power plant company on the interpretation of certain clauses in a power plant agreement in line with applicable Nigerian laws.

Key Clients: Lafarge Africa PLC

Real Estate:

■Transaction Counsel to the United States Consulate General (USCG), Lagos and the United States Department of State (USDS) on its acquisition of 49,340 square metres (approximately 12.21 acres) of land at the Eko Atlantic City, Victoria Island, Lagos for diplomatic use.

■Legal Consultant to the American International School, Lagos (AISL) in the disposal of its 14.57 hectares of land located in Twin Lakes Estate, Chevron junction, Lekki, Lagos.

■Appointed as one of the agents to Chevron Closed PFA Limited in the proposed sale of its approximately 600,000 sqms of land situate at Twin Lakes Estate, Lekki Peninsula Scheme 11, Lagos.

■Solicitors to Lafarge Africa Plc., a multinational company in the cement manufacturing industry on the sale of its multi-billion-naira head office building and car park in Lagos.

■Advised Africa Finance Corporation (AFC) on title to property and encumbrances on a proposed acquisition of land in Ikoyi and Victoria Island, Lagos.

■Assisted Lafarge Africa on the sale of three residential properties in Ikoyi.

■Advised May Brands Limited in respect of its lease of various retail outlets in different shopping malls across the country.

■Solicitors to Liberty Holdings Limited, a South African owned multinational company on its proposed acquisition of a property in Lagos for use as Head Office.

■Advised Atlas Cement Company Ltd on its Port Concession lease with the Nigerian Ports Authority (NPA) in respect of Onne Port, Rivers State during the Federal Government’s privatization of ports nationwide.

■Solicitors to Multilinks Telecommunications Limited on the perfection of its title to two (2) properties in, Lagos.

■Advised Multi-Links Telecommunications Ltd on its nationwide cell site expansion project.

Key Clients: Lafarge Africa Plc, Multilinks Telecommunications Limited.

Telecommunications & Information Technology:

■ Advised on the legal framework for operating in this sector, ensuring compliance with the relevant laws and regulations and obtaining operational licenses.

■ Appointed as legal advisers and consultants by a multinational telecommunications company to advise on the privatisation of NITEL.

■ Advised on cryptocurrency exchange and use in Nigeria and carried out due diligence on specific companies.

Key Clients: Vodacom Business Nigeria, Samsung Electronics, FTX Europe

Contact Details

Telephone No: +234-02 01-2707433; 02 01 2790466; 02 01 4536230; 02 01 4536231; 081 34991931

E-mail: [email protected]

Website: giwa-osagie.com