TNOG Oil & Gas Limited’s US$450 Million Acquisition Of An Interest In OML 17

Herbert Smith Freehills and Walkers London advised the senior lenders, including ABSA Bank Limited, African Export-Import Bank and Standard Chartered Bank, on the US$450 million senior financing of the acquisition of an interest in OML 17. White & Case LLP has advised TNOG Oil and Gas Limited on the deal.

The transaction, which concludes an acquisition process that began in 2017, sees the acquisition by TNOG Oil & Gas Limited, a related company of Heirs Holdings Limited and Transnational Corporation of Nigeria Plc, of a 45 percent participating interest in OML 17, purchased from Shell, Total and Nigerian Agip Oil Company.
The senior financing involved the provision of a secured term loan and revolving credit facilities to TNOG Oil & Gas Limited. The borrowers and sponsors were advised by Standard Chartered Plc as global co-ordinator of the financing.  The financing of the transaction involved a multi-layered capital structure, which will set a benchmark for future EMEA financings.

Herbert Smith Freehills’ team was led by London-based finance partner William Breeze (Picture), who was assisted by senior associate Kerry Reid, associates Tom Papworth and Abraham Whitworth and trainee Joana Bourouphael. The team was supported by structured finance partner Nick May and senior associate Nick Rutter in London and Paris-based partner Rebecca Major, senior associate Jeremy Griffin and associate Nila Wilde. Nigerian legal advice was provided to the senior lenders by Banwo & Ighodalo, with a team led by managing partner Ken Etim.

The Walkers team was led by Jack Boldarin, Managing Partner, and Catherine Overton, Senior Counsel, supported by associate Dina Anastas.

The White & Case team which advised TNOG Oil & Gas 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).

Involved fees earner: William Breeze – Herbert Smith Freehills; Jeremy Griffin – Herbert Smith Freehills; Rebecca Major – Herbert Smith Freehills; Nick May – Herbert Smith Freehills; Tom Papworth – Herbert Smith Freehills; Kerry Reid – Herbert Smith Freehills; Nick Rutter – Herbert Smith Freehills; Abraham Whitworth – Herbert Smith Freehills; Nila Wilde – Herbert Smith Freehills; Dina Anastas – Walkers Global; Jack Boldarin – Walkers Global; Catherine Overton – Walkers Global; Deji Adegoke – White & Case; Kamran Ahmad – White & Case; Phillan Amin – White & Case; Catherine Andrews – White & Case; Nathaniel Crowley – White & Case; Mukund Dhar – White & Case; Hashim Eltumi – White & Case; Tallat Hussain – White & Case; Jason Kerr – White & Case; Ana Louise O’Sullivan – White & Case; Richard Pogrel – White & Case; Ben Wilkinson – White & Case; Ingrid York – White & Case;

Law Firms: Herbert Smith Freehills; Walkers Global; White & Case;

Clients: Absa Bank Limited; African Export-Import Bank; Standard Chartered Bank; Trans-Niger Oil & Gas Limited (TNOG);