This is the first debt-for nature conversion in Africa and the first debt-for-nature globally structured as a public underwritten deal, whereby private creditors refinanced $500 million of Gabon’s sovereign debt. The transaction includes political risk insurance from the US International Developmental Finance Corporation (DFC) and resembles a cross-border, credit-enhanced development financing structure, allowing Gabon to issue debt at a credit rating higher than its sovereign debt. The deal enables the country to service is national debt at more affordable levels while also generating $125 million to support ocean conservation, helping the nation to meet commitments to protect 30% of its lands, freshwater systems, and ocean by 2030. The deal was led by Bank of America and executed with The Nature Conservancy and the DFC.

Alevina Partners Gabon - Bank of America
Clifford Chance – BofA
Hunton Andrews Kurth – US International Development Finance Corporation
Kutak Partners – Gabon Blue Bond Master Trust Series 2 (SPV 2)
Morgan Lewis & Bockuis – BofA
Reed Smith – Bank of NY Mellon (indenture trustee)
Shearman & Sterling – The Nature Conservancy
White & Case France – Republic of Gabon

In-house: Bank of America

The Republic of South Africa’s $1 billon Al-Ijarah Sukuk was the first domestic sovereign sukuk transaction in Africa and first sukuk programme listed on the Johannesburg Stock Exchange. The deal comprised the establishment of the South Africa’s Domestic Trust Certificate Issuance Programme and the inaugural issuance of Trust Certificates across 4 tenors. Highlight features included reconciling the different regulatory hurdles with the instrument and familiarising capital markets regulators and local investors with the deal structure. While the deal did have a precedent in a 2014 English-law governed Al-Ijara, the South Africa law governance and domestic listing were significant innovations which broaden the country’s investment options.

White & Case - The Republic of South Africa; Rand Merchant Bank; The Standard Bank of South Africa; FNB Islamic Banking

This syndicated financing comprised two parallel multi-currency receivables-based secured facilities. The lending was backed by a mixture of development finance and commercial lenders, tied together through complex intercreditor agreements. One facility was for M-KOPA Kenya, denominated in Kenyan shillings and US dollars, and the other to M-KOPA Uganda, in Ugandan shillings and US dollars. The dual-currency structure was achieved through a swap arrangement, while the financing was guaranteed by entities in the UK and Delaware. The use of such a structure is highly novel for a borrowing base deal, where lenders are lending against a pool of receivables. The deal, which marked the largest sustainability-linked syndicated facility in Sub-Saharan Africa in 2023, has since been replicated in other jurisdictions, including Ghana and Nigeria.

Allen & Overy – Arrangers (Standard Bank of South Africa, Stanbic Bank Kenya and Stanbic Bank Uganda); Lenders (British International Investment, Lion’s Head Global Partners, and IFC)
Kaplan & Stratton – Arrangers, agent and lenders
Shonubi Musoke & Co Advocates – Arrangers, agent and lenders

In-house: M-KOPA

Sanlam Group – Allianz JV resulted in the creation of the largest pan-African non-banking financial services entity. The deal involved the combination of two significant market players in the insurance sector, requiring coordination and legal alignment across 29 Francophone and Anglophone African jurisdictions, as well as the need to secure over 40 regulatory approvals. The JV agreement concerned 210 Sanlam entities and 40 Allianz entities, resulting in the establishment of Salam Allianz Africa. The sheer volume of assets and the multijurisdictional impact of the contribution arrangement required an unprecedented approach – with various structures being tested – and a unique outcome.

AB & David – Allianz
ADNA – Sanlam Group
AF Legal Law Firm – Sanlam Group
Allen & Overy – Sanlam Group
Aluko & Oyebode – Allianz
ALN Anjarwalla & Khanna – Sanlam Group
Anyray Partners – Allianz
Atherstone and Cook – Allianz
AVM Advogados – Allianz
Bennani & Associes – Allianz
Bentsi-Enchill Letsa & Ankomah – Sanlam Group
BLC Robert – Sanlam Group
Bookbinder Business Law – Allianz
Bowmans – Allianz
Cabinet d'Avocats Fernand – Allianz
Cabinet d'Avocats O Anasside et N Assogba – Allianz
Chazai Wamba – Sanlam Group
Desai Law Group – Sanlam Group
Engling Stritter & Partners – Sanlam Group
Elvinger Hoss Prussen – Allianz
Etah Nan & Co – Allianz
G Elias & Co – Sanlam Group
Henwood and Company – Sanlam Group
JFC Avocats – Allianz
John W Ffooks & Co – Allianz
K-Solutions and Partners – Sanlam Group
Kleingeld and Mayet – Sanlam Group
Koep & Partners – Allianz
Linklaters – Sanlam Group
Mabushi – Allianz
Matouk Bassiouny – Sanlam Group
MDR Advogados – Allianz
MLO – Sanlam Group
MMAKS Advocates – Sanlam Group
Musa Dudhia & Co – Sanlam Group
Noor partners in association with Al Tamimi & Co – Sanlam Group
PFI – Allianz
Project Lawyers – Allianz
Savjani & Co – Sanlam Group
Scanlen and Holderness – Sanlam Group
SCP François Sarr et Associés – Allianz
SCP Martial Akakpo – Allianz
Slaughter and May – Allianz
Steering Legal – Allianz
Trust Law Chambers – Allianz
Webber Wentzel – Sanlam Group

In-house: Sanlam

This deal relates to the strategic partnership between Bayobab and Africa50 to invest up to $320 million into project East2West. This project plans the development of a terrestrial, pan-African fibre optic cable network connecting 10 countries from the Eastern to the Western shores of Africa. The network will bridge the barriers in global internet traffic going in and out of Africa and offer substantial improvements in data traffic for internet providers, mobile network operators and hyper scalers operating in these countries. One of the deal’s accomplishments was to replicate the core governance principles of the partnership across all the project companies in each jurisdiction, with enough flexibility to also meet the differing governance, regulatory and risk-profiles of each of the partners and at each stage of the project. The deal also had to navigate political development in several of the key countries, which had legal, contractual and reputational level implications pre- and post- completion.

Clifford Chance – Bayobab (formerly MTN GlobalConnect)
White & Case – Africa50

In-house: MTN / Bayobab and Africa50

Dakar Mobilité electric BRT project finance is the first Bus Rapid Transit (BRT) project in Senegal and the first all-electric BRT globally. The project will contribute to Dakar’s decongestion and economic development, with its aim of servicing 300,000 commuters. The potential impact and symbolic significance of the project were underpinned by a novel financing structure, with the government using a combination of both public and private financing, with the infrastructure itself being financed publicly. This makes Dakar BRT the first privately financed BRT project in the world and the Senegal government’s first venture into a public and private partnership for a public project.

Gide Loyrette Nouel – IFC and the Government of Senegal
Hogan Lovells - Proparco and EAIF
SCP François Sarr & Associés – IFC and Government of Senegal
Willkie Farr & Gallagher - Merridiam, Fonsis, Keolis

Ghana Cocoa Board Bills Restructuring is the first ever debt restructuring undertaken by a statutory corporation in Ghana and relating to securities listed on Ghana’s domestic capital market. The deal relates to the restructuring of the indebtedness of Ghana Cocoa Board to creditor of short-term debt instruments. It was structured as a debt securities exchange programme whereby holders of short-term debts exchanged them for longer-term bonds. The success of the transaction was critical for the Government of Ghana’s own domestic debt restructuring exercise.

Addison Bright Sloane – Government of Ghana
Bentsi-Enchill Letsa & Ankomah – Government of Ghana
Hogan Lovells – Government of Ghana